Terms and Conditions

PRINT BIND SHIP STANDARD TERMS & CONDITIONS OF SALE

All goods (the “Goods”) that are sold by Print Bind Ship (“Supplier”) to any person (“Customer”), and any services (the “Services”, and all items so serviced, together with the Goods, the “Products”) provided by Supplier to Customer, are governed by and subject to these Standard Terms & Conditions (these “Terms”), unless otherwise specifically provided in a document executed by Supplier, including, but not limited to: (a) all proposals and quotations submitted by Supplier to Customer, (b) all purchase orders received by Supplier, and (c) all goods and services sold by Supplier.

1. AGREEMENT. Except as otherwise agreed to by Supplier in writing, the terms and conditions set forth herein, together with Supplier’s quotation, order acknowledgment, or a separate written and signed agreement, as applicable, shall constitute the complete and final agreement between Supplier and Customer (hereinafter, this “Agreement”), superseding completely any prior oral or written communications.
2. Acceptance; Offers to Sell. A written quotation issued by Supplier is an offer to sell. Customer accepts the provisions of this Agreement by accepting the offer in any of the following ways: (a) signing and returning to Supplier a copy of any quotation; (b) sending to Supplier a written acknowledgment of the quotation; (c) placing a purchase order or giving instructions to Supplier respecting manufacture, assortment, or delivery of the goods which will then become the Products (including instructions to bill and hold) following receipt of any quotation; (d) failing to cancel a pending purchase order within 10 days after being bound by these Standard Terms & Conditions of Sale; (e) accepting delivery of all or any part of the Products; (f) paying for all or any part of the Products; or (g) indicating in some other manner Customer’s acceptance of these Terms. Any irreconcilable conflict between these Terms and any terms in Supplier’s quotation, order acknowledgement, or the separate written and signed agreement shall be resolved in favor of the quotation, order acknowledgement, or the separate written and signed agreement. Supplier’s acceptance of Customer’s purchase order or commencement of performance shall not constitute acceptance of any of Customer’s terms and conditions. Terms  additional  to  or  different  from  these Terms,including but not limited to, terms contained in  Customer’s purchase order or Customer’s standard  terms  and  conditions  of  purchase, are  deemed  material  and  hereby rejected unless otherwise accepted by Supplier in a separate writing executed by Supplier. Supplier may commence performance in reliance upon Customer’s acceptance of these terms and conditions, and Supplier will not be obligated to fulfill an order or request for the Products or Services unless Supplier affirmatively acknowledges the order. Customer and Supplier agree that these Terms are accepted in good faith by both parties as the controlling and final terms and conditions for all sales by Supplier to Customer.

3. Accord  And  Satisfaction; Claims. Checks or payments, whether full or partial, received from or for the account of Customer, regardless of writings, legends or notations upon such checks or payments, or regardless of other writings, statements or documents, shall be applied by Supplier against the amount owing by Customer with full reservation of all Supplier’s rights and without an accord and satisfaction of Customer’s liability. All communications concerning disputed debts or other claims, including any instrument tendered as full satisfaction of a debt or claim, must be delivered to the authorized agent of Supplier. Only the authorized agent of Supplier may accept any amount less than full payment as the satisfaction of any debt owned by Customer to Supplier.

4. Alterations/Corrections. Prices estimated herein are based upon Supplier’s written understanding of Customer specifications submitted. Any changes to the original specifications of this Agreement after acceptance by Supplier will be billed as extra charges at Supplier’s usual rates. Notwithstanding the foregoing, and recognizing both the frequency of change orders and press deadlines, Supplier’s written change order sent to Customer shall amend the terms of the specific job it is pertinent to without the countersignature of Customer, provided that Customer does not controvert the change order within 24 hours of receipt thereof by delivery- receipted email, postal mail or facsimile.

5. Assignment. Supplier may, in its sole discretion, assign this estimate and/or subcontract any and all of the work hereunder. This Agreement shall be binding upon and shall inure to the benefit of the successors, and assigns of Customer and Supplier, provided, however, that Customer may not assign or transfer this Agreement, in whole or in part, except on the prior written consent of Supplier.

6. Authority of Supplier’s Agents and Representatives. The President of Supplier is the only agent or representative of Supplier who may properly authorize any changes to these Terms. Except for the President, no agent, employee, or representative of Supplier has authority to bind Supplier to any affirmation, waiver, representation or warranty not contained in this Agreement concerning the Products. Unless contained in a writing signed by the authorized agent of Supplier, an affirmation, waiver, representation, or warranty that is not expressly contained in this Terms will not be deemed part of this Agreement and will not be enforceable.

7. Brokers and Other Intermediaries. When contracting with an intermediary such as a broker, ad agency or re-supplier for work on behalf of another, Supplier will hold the intermediary fully responsible for timely payment of invoices and for related collection costs, legal fees and interest. This will be done without regard to whether the intermediary has been paid by their customer for services rendered or not.

8. Cancellation or Deviation. In the event of cancellation of or deviation from all or part of the work covered hereby, Customer shall give Supplier as much notice as reasonably practicable. Customer shall be liable for all costs incurred by Supplier resulting from such cancellation or deviation that are not otherwise avoidable by Supplier through reasonable commercial efforts, including, without limitation, down press and bindery time, materials ordered or inventoried on Customer’s behalf and not otherwise usable by Supplier in the ordinary course of its business within a reasonable period of time at the scheduled plant of production, and related obligations.

9. Choice of Law and Venue. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Michigan, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Customer, acting for itself and its successors and assigns, hereby expressly and irrevocably consents to the exclusive jurisdiction of the state and federal courts having authority over the territory of Wayne County, Michigan, for any litigation which may arise out of or be related to this Agreement or the purchase or use of the Products or Services. Any action brought in any such court may not be transferred or removed to any other court. Customer waives any objection based upon forum non conveniens or any objection to venue of any such action.

10. Claims. Claims for defects, damages, or shortages must be made by Customer in writing no later than 10 calendar days after delivery. If no claim is made within the specified time period, Supplier and Customer will have mutually acknowledged that the job has been accepted by Customer and that Supplier’s performance has fully satisfied all terms, conditions and specifications of the purchase agreement.

11. Confidentiality. Any pricing or other sensitive commercial information provided by Supplier to Customer is proprietary to Supplier and shall be held in confidence by Customer, shall only be used by Customer in connection with this sale, and shall not be used for any other purposes or disclosed to third parties without Supplier’s prior written consent. Customer shall be liable for any loss to Supplier or commercial gain by others from unauthorized use of confidential information occasioned by Customer’s failure to comply with this provision.

12. Content  and Refusal of Work. Customer warrants that the work does not contain anything that is libelous, scandalous, or anything that threatens anyone’s right to privacy or other personal or economic rights. Supplier, when not acting in an illegal discriminatory manner, reserves the right at his or her discretion to reject any job tendered based on illegal, libelous, scandalous, improper, or unsubstantiated content or based on copyright, trade mark, trade name or service mark infringement related to any elements of the job.

13. Copyrights. Customer warrants that it has the right to produce the subject matter to be printed, duplicated or distributed. If the subject matter is copyrighted, Customer warrants that it owns the copyright or has express permission of the owner to reproduce the copyrighted subject matter, and that it has not removed any copyright notice from any material to be re- produced without written permission.

14. Cost and Expense of Legal Action. The prevailing party in any legal action or proceeding brought to enforce this Agreement shall be entitled to recover from the other reasonable attorneys’ fees, costs and expenses arising out of such legal action brought before a court, mediator, arbitration or private settlement.

15. Creative Work. Supplier may provide creative work in the form of creative briefs, ideas, concepts, demos, sketches, dummies, storyboards, comprehensive layouts, prototypes or by other means. Creative work may be communicated verbally, visually and/or electronically. This work is the sole property of Supplier and may not be used by Customer in any form or derivation without Supplier’s written permission or without Customer’s payment of compensation as determined by Supplier. Customer’s rights to use such creative work shall further be limited to the original agreed-upon purpose and for any time limit specified unless otherwise agreed in writing.

16. Customer  Furnished  Materials. Materials furnished by Customers or their representative are verified by delivery tickets. Supplier bears no responsibility for discrepancies between delivery tickets and actual counts. Customer supplied paper must be delivered according to specifications furnished by Supplier. These specifications will include correct weight, thickness, pick resistance, and other technical requirements. Artwork, film, color separations, special dies, tapes, disks, electronic files or other materials furnished by Customer must be usable by Supplier with- out alteration or repair. Items not meeting this requirement will be identified by Supplier and may be repaired by Customer, or by Supplier at Supplier’s current rates.

17. Customer  Furnished  Labels. Paper labels must be within equipment manufacturers’ published specifications for labeling equipment. For paper labels as well as those which are electronically generated, estimated prices assume that label orientation, unwind and placement will be specified by artwork or a prior run of identical or similar material, or will be in the position most advantageous to production speed. Otherwise, additional charges will be billed.

18. Damages/Limitation of Liability. Supplier’s maximum liability, whether by negligence, agreement, or otherwise, will not exceed the amount specified in this Agreement. Except for claims for delay arising out of this Agreement, the parties to this Agreement mutually agree that Supplier’s liability for any and all claims whatsoever of any kind and nature arising out of this Agreement shall not exceed Supplier’s price to Customer for performing the work (including any services) that is the subject of this Agreement or fraction affected, and further mutually agree that replacing the work (including any services) or re-mailing or re-shipping a correction or corrected job as soon as possible to rectify the mistake that is the subject of this Agreement shall satisfy any and all claims whatsoever of any kind and nature arising out of this Agreement.

Notwithstanding the forgoing, to the extent that material submitted by Customer does not conform to Supplier’s specifications, contains clerical or typographical errors, or otherwise does not strictly meet production deadlines as specified in this Agreement Supplier shall have no liability for claims arising out of this Agreement. Supplier’s clerical and typographical errors will be corrected without additional charges.

Under no circumstances will Supplier be liable for specific, incidental or consequential damages, including but not limited to lost profits and lost postal discounts, however proximate or foreseeable, arising out of the work, including any services, that is the subject of this Agreement. Customer agrees that the prices in this Agreement for the work (including any services) that is the subject of this Agreement are consideration for limiting Supplier’s liability hereunder.

19. Delivery. Unless otherwise specified, the price quoted is for a single shipment, without storage, F.O.B. Supplier’s platform. Proposals are based on continuous and uninterrupted delivery of the complete order. If the specifications state otherwise, Supplier will charge accordingly at current rates. Charges for delivery of materials and supplies from Customer to the supplier, or from Customer’s representative to Supplier are not included in quotations unless specified. Title for finished work passes to Customer upon delivery to the carrier at shipping point, or upon mailing of invoices for the finished work or its segments, whichever occurs first. Acceptance of the Products by Customer upon delivery shall constitute waiver by Customer of any claim for damages on account of delay in delivery or performance.

20. Estimate. An estimate not accepted in writing within 30 days may be changed. No discount will be allowed unless specifically set forth in the estimate itself. Estimates are based on Supplier’s written understanding of Customer specifications and the accuracy of the specifications provided to Supplier by Customer. Supplier has the option to re-estimate a project at the time of submission by Customer if project does not conform to the information on which the original estimate was based.

Estimates are based on the cost of services, labor and materials on the date of the estimate. If changes occur in cost of materials, labor, or other costs prior to acceptance, or if Customer requires changes in specification, quantities, designs, or the production schedule subsequent to acceptance, or in the event of foreign or domestic legislation enacted by any level of government, including tax legislation, which increases the cost of producing, warehousing, or selling the goods or services purchased hereunder, Supplier reserves the right to change the price estimated. Subsequent orders will be subject to price revision if required. Estimates do not include applicable taxes, shipping costs or deliveries unless specifically stated in the estimate.

If there is a change in specifications or instructions to the original estimate and these changes result in additional costs, Supplier will inform Customer, in writing, what these additional costs will be. The work performed will be billed at the current rates as agreed, and the completion date may be delayed.

21. Experimental and Preliminary Work. Experimental and preliminary work performed at Customer’s request shall not be used without Supplier’s written consent.

22. Express  Warranties. Supplier warrants that the final work product will fully meet all of the requirements of this Agreement in all material respects as agreed to by Supplier and Customer. Additionally, Supplier and Customer mutually acknowledge that all preliminary work, including but not limited to sketches, copies, dummies, etc., are only intended to illustrate the general type and quality of the final work product, and are not intended nor are they required to meet fully all of the requirements of this Agreement as agreed to by Supplier and Customer.

23. Finance Charge, Acceleration, Collection Cost, Suspension of Work,Liens. Unless otherwise specified or regulated, a finance charge of one percent (1%) per month (twelve percent (12%) per annum) will be charged on all past due balances until paid. Customer shall execute financing statement(s) on request and irrevocably authorizes Supplier to execute and file same. Supplier and Customer mutually agree that time is of the essence in this Agreement, and if Customer defaults in the payment of any part hereof the entire amount of this Agreement shall immediately become due and payable without notice at the option of Supplier together with all costs of collection, including reasonable attorney’s fees if collected by law or through an attorney.

In the event Customer defaults in making any payment under this or any other agreement currently being performed for Customer by Supplier, Supplier may suspend performance under this Agreement. As security for payment of any sum due under the terms of this Agreement, Supplier has the right to hold and place a lien on all of Customer’s property in Supplier’s procession.

24. Indemnification. Customer represents and warrants that neither the execution, delivery or performance, nor consummation of the transactions contemplated by this Agreement will result in actual or alleged infringement of any proprietary right (including, but not limited to, trademark, trade secret, patent or copyright rights), or any actual or alleged misuse of personally identifiable information, or violation of any other laws and regulations applicable, or a violation or breach of, or default under any provision of the charter, by-laws or any material agreement to which it is a party. At all times Customer’s performance under this Agreement will be in compliance with any and all other rights arising from or in connection with the products or services produced by Supplier at the direction of Customer. Customer agrees to indemnify and save Supplier harmless from any and all losses, claims, or damages (including legal costs and reasonable attorney fees) that Supplier may suffer in connection with a claim related to any actual or alleged breach of the representations and warranties described above.

25. Insurance, Risk of Loss. All stock and materials belonging to a Customer will be held and stored only at Customer’s risk, and Customer shall be responsible for insurance on their material. Customer retains title to and the insurable interest in its materials. Because of this, Supplier is held harmless for acts not of its doing that create losses.

All files, software, programs, paper, film, plates, or other materials not supplied by Customer but used to perform the Services hereunder shall remain the exclusive property of Supplier unless otherwise agreed in writing. Supplier shall carry insurance to protect against acts or negligence on the part of its employees in the normal course of business. If specific additional insurance coverage is desired, such coverage must be specified by agreement or by separate insurance rider and premium. In such instances, the liability for losses will be limited to the agreed upon insurance amount.

Moreover, Supplier will only maintain fire and extended coverage on property belonging to Customer while the property is in Supplier’s possession. Supplier’s liability for this property will not exceed the amount recoverable from the insurance. Additional insurance coverage may be obtained if it is requested in writing, and if the premium is paid to Supplier.

Customer shall bear all risk of loss to finished work upon delivery of the work by Supplier or its subcontractor, as applicable, to a common or contract carrier or to the U.S. Postal Service mail unit, F.O.B. Supplier’s or its subcontractor’s shipping dock. The risk of loss for property furnished and/or owned by Customer and for partially-finished work before or after the manufacturing process and while in transit to or from Supplier’s premises shall be borne by Customer. Title to finished and partially-finished work shall pass at the same time the risk of loss for such work passes to Customer.

26. Integration;Modification. This Agreement contains the entire agreement of the parties and no inducements, representations, promises, agreements, of understandings, oral or in writing between the parties, not embodied herein or subsequently made a part hereof by a properly executed addendum or amendment hereto as herein provided, shall be of any force or effect. No modification or waiver of these Terms in this Agreement will be binding on Supplier unless clearly expressed in writing and signed by an authorized agent of Supplier. This paragraph excludes, among other things, purported modifications and waivers by oral agreement, course of performance, and usage of trade. Supplier and Customer expressly agree that Supplier may modify these terms and conditions from time to time, and such modifications shall be binding upon Customer.

27. Mailing  Lists. Customer’s mailing list(s) in Supplier’s possession, for storage or otherwise, is the exclusive property of Customer and shall be used only at Customer’s instructions. Supplier shall provide reasonable and prudent protection against the loss of a Customer’s list, in much the same manner that Customer would itself. This includes adequate backup procedures for all files and programs. Supplier shall provide reasonable and prudent security to protect Customer’s data from access by non-essential personnel while in the possession of Supplier.

Supplier shall pay for the cost of replacing such lists in the event of systems failure, loss by fire, vandalism, theft, or other such causes (excluding destruction of the list due to Customer’s negligence or willful misconduct), provided that Customer has a duplicate list or has the source material from which the list was compiled, and then only to the extent of the costs involved in replacing the lost list. Unless otherwise provided, Supplier shall not be liable for compiling such lists nor for an intangible or special value attached thereto. Supplier is not responsible for the accuracy or integrity of lists or other data supplied by Customer or a list broker. Unless otherwise specified in writing in advance, all rented mailing lists are provided on a one-time use basis. Supplier shall destroy all one-time use lists in accordance with the standard procedures for same.

28. Orders. Orders shall be effective upon acceptance by Supplier. Acceptance by Supplier may be either by notification to Customer or by commencing to produce work on the goods or services ordered. Acceptance of orders is subject to credit approval and other causes enumerated under Production Schedules.

The work is to be performed according to specifications expressly set forth in this Agreement and in any of Supplier’s specifications relating to particular portions of the work, as provided to Customer. If Customer furnishes its own paper for any work hereunder, the provisions of Supplier’s furnished paper rider shall apply. If for any reason, other than solely Supplier’s error, all or any part of the work must be redone, an additional charge will be made at current rates. An additional charge at current rates may also be made for work requested by Customer that is different from or in addition to the work, as specified in the estimate.

29. Outside  Purchases. Unless otherwise agreed in writing, all outside purchases as requested or authorized by Customer, are chargeable. Customer is responsible for payment for any paper which Supplier has been authorized by Customer to purchase, including paper remaining on hand as the result of Customer changing Suppliers, discontinuing publication, or changing paper requirements. Supplier reserves the right to substitute comparable paper of a manufacturer different than that designated unless specified otherwise in this Agreement.

30. Overruns,Underruns,Spoilage. Overruns or Underruns will not exceed ten (10) percent of the quantity ordered, unless specified otherwise in this Agreement. Supplier will invoice for the actual quantity delivered within this tolerance. If Customer requires a guaranteed quantity, the percentage of tolerance must be stated at the time of estimate. In the case of a fulfillment agreement, fulfillment Supplier is not responsible for normal spoilage of material that occurs naturally during processing.

Spoilage: All direct mail handling and processing involves spoilage. Spoilage of up to three percent (3%) of Customer’s material is typical. Allowances for spoilage should be taken into consideration in ordering material. Every effort will be made to handle Customer’s material with frugality and to prevent undue spoilage. Nevertheless, Supplier cannot accept responsibility for shortages of material as a result of normal spoilage in processing.

Verified Quantities: Outside manufacturer delivery tickets must accompany the material delivered and should show the number of rolls, skids or cartons, the quantity per skid or carton and the total delivery quantity. Each incoming carton or skid must bear an identity, item code, quantity and a sample clearly visible. Each skid should have only one material version, unless clearly marked and separated. Multiple items should not be included within a single carton, skid or container unless noted thereon and on accompanying paperwork. Supplier will apply a surcharge for any rework necessary for materials received not meeting these specifications.

Counts: Suppliers accept outside manufacturers’ count until processing and assume no responsibility for shortages discovered at that time. Additional charges will apply if Customer requires Supplier to verify outside manufacturer’s counts prior to processing. Customer is expected to provide Supplier with sufficient inventory or adequate sources of supply to meet anticipated demand. Cost for backorders, delay notices, canceled orders and increased Customer service resulting from out of stock conditions will be billed additional to Customer. Collect shipment will be accepted by Supplier only if clearance is obtained in advance, and a service charge will be added to the actual freight charges. Supplier is not responsible for the condition of shipped overs, unless Customer has been billed for packing and/or shipping.

Shrinkage: Three categories of shrinkage allowances are typical in the fulfillment industry:

(a) If the fulfillment Supplier is not authorized to perform counts of the literature or products received from Customer, nor is there independent verification, then no realistic shrinkage expectations can be developed and the fulfillment Supplier is not responsible for inventory shrinkage.

(b)If the fulfillment Supplier performs test counts, spot checks and weight counts, the industry standard for shrinkage is five (5) to ten (10) percent of the printed material received and two (2) to three (3) percent of products received.

(c) If the fulfillment Supplier has been paid to count/verify valuable items on receipt and to maintain the counted material in a special secured environment, the standard shrink- age allowances do not apply, and the fulfillment Supplier is responsible for losses that could have been prevented by exercising reasonable and prudent care.

Any liability for losses that the fulfillment Supplier assumes is limited to the cost of the materials ONLY and does not include indirect or consequential claims, such as loss of sales or opportunity.

31. Payment. Unless otherwise specified herein, payment for services shall be net cash due 30 days from invoice date and payment for freight shall be net cash, due 10 days from invoice date. Unless otherwise agreed, invoice date will be the date any of the work is first available for shipment.

32. Postage. Estimates do not include postage. Supplier will notify Customer in writing including by facsimile or by e-mail of the required postage as soon as this amount is known and will notify Customer of the date when the postage is needed in order to complete the mailing prior to the agreed upon mailing date. While Supplier will make every effort to provide Customer with an accurate estimate of required postage, Supplier is not responsible for additional postage charges if the rate of postage changes for reasons beyond Supplier control.

Payment of postage in advance is required on all orders and is the responsibility of Customer. Supplier reserves the right to hold mailings for which sufficient postage has not been paid or until postage payment has been verified. Customer will provide the postage payment in adequate time for Supplier to complete the mailing prior to the previously agreed upon mail date.

33. Prepress, Preparatory and Proofing. A color proof is used to simulate how the printed piece will look prior to production on the printing press (offset or digital). Due to differences between the proofing substrates, equipment, and other conditions the proof may present a “reasonable” variation in color between the proof and printed piece. A “reasonable” variation in color between color proofs and the completed job may be expected. When variations of this kind occur, it will be considered acceptable performance It is Customer’s responsibility to maintain a copy of the original data submitted to Supplier. Supplier is not responsible for accidental damage to material, data or media supplied by Customer or for the accuracy of furnished input or final input. Until Customer’s data or media can be evaluated by Supplier, no claims or promises are made about the provider’s ability to work with the material 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.

All materials and data created by Supplier, including, but not limited to, artwork, plates, dies, film, data, and digital output files, shall remain Supplier’s exclusive property.

Supplier will submit prepress proofs along with original copy for Customer’s review and approval. Corrections will be communicated electronically or returned to Supplier on a “master set” marked “OK,” “OK With Corrections,” or “Revised Proof Required” and electronically authorized or signed by the client. Until the master set is received, no additional work will be performed. Supplier will not be responsible for undetected production errors if:

• Proofs are not required by Customer;
• The work is printed per Customer’s OK;
• Requests for changes are communicated orally.

When proofing color, a reasonable variation between color proofs or electronic renderings and the final product is to be expected. This is due to differences in viewing conditions, equipment, paper, inks, and toner between the color proofing process and print production.

Press proofs will not be furnished unless they have been requested by Customer and presented in Supplier’s quotation. A press sheet can be submitted for Customer’s approval as long as Customer is present at the press during make ready. Any manufacturing time lost or alterations/corrections made because of Customer’s delay or change of mind will be chargeable at Supplier’s current rates.

34. Production Schedules. Production schedules shall be established and followed by both Customer and Supplier. There will be no Supplier liability or penalty for delays due to Customer delays, state of war, riot, civil disorder, fire, flood, terrorism, unavailability or shortages of materials, equipment failures, acts or defaults of the work of a subcontractor, delays in transportation, strikes, accidents, action of government or civil authority, acts of God, or other causes beyond the control of Supplier. In such cases, schedules will be extended by an amount of time equal to delay incurred.

The prices in this Agreement are based upon full compliance with said schedule and any deviation from the agreed upon schedule on the part of Customer may result in a revised delivery date or additional charges for downtime or overtime incurred by Supplier due to said deviation from the schedule. In any case, no additional work will be performed by Supplier until such revised schedule and/or pricing is approved by Customer.

35. Shipping. All prices are for a single shipment, without storage, F.O.B. Customer’s place of business within Wayne County, Michigan, or F.O.B. Supplier’s plant, Taylor, Michigan for Customers located outside Wayne County, Michigan, unless otherwise specifically set forth on the face side hereof.

36. Storage, Overages.

Intermediate Materials: Supplier will retain intermediate materials until the related end product has been accepted by Customer. If requested by Customer, intermediate materials will be stored for an additional period for additional charge. Supplier is not liable for any loss or damage to stored material beyond what is recoverable by Supplier’s fire and extended insurance coverage.

Paper Storage: Only in the event that Supplier stores paper on behalf of Customer the following is agreed. Supplier will provide storage for Customer’s paper chargeable at Supplier’s current rates and based on the quantity of paper on hand the first day of the month. If storage charges remain unpaid for 90 days, Supplier shall have the right to demand that Customer remove the paper from Supplier’s storage. If Customer fails to remove the paper after 20 days’ notice, Supplier may sell the paper and remit the proceeds to Customer less storage costs and costs of sale. Supplier shall also have the right to purchase the paper for its own account at market rates.

Material Storage: Only in the event that Supplier stores materials on behalf of Customer the following is agreed. Storage of finished goods, inserts, covers, cartons, and all other material will be free for up to 30 days prior to, and 30 days after, the originally scheduled print date. Finished goods and other material received earlier than 30 days prior to, or remaining in storage 30 days after the originally scheduled print date will be chargeable at Supplier’s current rates. Skids may not contain more than 2,000 pounds of material. If there is no activity, storage charge, or request by Customer for return of stored material for 3 months after the initial agreement storage period, Supplier has no liability if it chooses to dispose of, or destroy, the stored material.

Overages: Customer must advise Supplier, in advance of the job, the disposition of overs. Overs may be returned to Customer, stored or destroyed. If items are stored or re- turned, applicable storage and delivery charges will be added. Additionally, at Supplier’s option and without liability to Supplier, material may be automatically destroyed after 60 days if Customer has failed to respond to a disposition request or failed to pay for storage starting 30 days after the mail date. Premium storage rates may be applied to old materials or materials for which disposition has not been designated.

37. Subsequent Work. To facilitate and expedite the parties’ dealings on future printing jobs, it is agreed that the terms set forth in this Agreement shall apply to all future printing jobs unless amended or contradicted in writing signed by both parties.

38. Taxes. All taxes and assessments levied by any governmental authority are the responsibility of Customer. All amounts due for taxes and assessments will be added to Customer’s invoice. No tax exemption will be granted unless official proof of Customer’s exemption is on file with Supplier or such documentation accompanies the order. If, after Customer has paid the invoice, it is determined that more tax is due, Customer must promptly remit the required taxes to the taxing authority or immediately reimburse Supplier for any additional taxes paid.

39. Telecommunications. Unless otherwise agreed, Customer will pay for all transmission charges. Supplier is not responsible for any errors, omissions, or extra costs resulting from faults in transmission.

40. Waiver. No waiver by either party of any default by the other in the performance of or compliance with any provision, condition, or requirement herein shall be deemed to be a waiver of, or any manner release such other party from compliance with any provision, condition, or requirement in the future, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter. Any matter arising under this Agreement that creates a right of action in either party against the other party, or the enforcement of any obligation or undertaking by one party against the other, shall survive any termination or expiration of this Agreement.

41. Warranty. Except  as  expressly  set  forth  in  Supplier’s  quotation, order acknowledgement or a separate written agreement signed by an authorized  agent  of  Supplier,Supplier  makes no warranties,express or implied, including,  but  not limited to,  any implied warranties of merchantability or fitness  for  a  particular  purpose.All  such  warranties are expressly disclaimed. At  Supplier’s  discretion,Customer’s  sole and exclusive remedy with respect to the conformance of any Products furnished by Supplier under this Agreement shall  be  limited  to  either: (a) replacement  of  such  Products  at  the  point  of shipment from Supplier’s  facility, or  (b)  repayment  of  or  credit  against  the purchase price of such Products upon their authorized return. In the event Supplier has authorized Customer to scrap all or any portion of the Products, the scrap allowance is to be credited to Supplier. The employees and representatives of Supplier are not authorized to make any statement or representation as to the Products inconsistent with this Agreement and no such statements made will be binding upon Supplier or be grounds for any claim.

Agreement between User and www.printbindship.com

Welcome to www.printbindship.com. The www.printbindship.com website (the “Site”) is comprised of various web pages operated by Print Bind Ship. www.printbindship.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of www.printbindship.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

www.printbindship.com is a blog site that provides insight, ideas, and information to businesses looking to partner with a 3PL.

Print Bind Ship is a full service 3PL provider specializing in eCommerce fulfillment, book printing, commercial printing, and more.

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Print Bind Ship does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use www.printbindship.com only with permission of a parent or guardian.

Links to Third Party Sites/ Third Party Services

www.printbindship.com may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Print Bind Ship and Print Bind Ship is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Print Bind Ship is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Print Bind Ship of the site or any association with its operators.

Certain services made available via www.printbindship.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the www.printbindship.com domain, you hereby acknowledge and consent that Print Bind Ship may share such information and data with any third party with whom Print Bind Ship has a contractual relationship to provide the requested product, service or functionality on behalf of www.printbindship.com users and customers.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use www.printbindship.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Print Bind Ship that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Print Bind Ship or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Print Bind Ship content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Print Bind Ship and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Print Bind Ship or our licensors except as expressly authorized by these Terms.

International Users

The Service is controlled, operated and administered by Print Bind Ship from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Print Bind Ship Content accessed through www.printbindship.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Print Bind Ship, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Print Bind Ship reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Print Bind Ship in asserting any available defenses.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. PRINT BIND SHIP AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

PRINT BIND SHIP AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. PRINT BIND SHIP AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PRINT BIND SHIP AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PRINT BIND SHIP OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/Access Restriction

Print Bind Ship reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Michigan and you hereby consent to the exclusive jurisdiction and venue of courts in Michigan in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Print Bind Ship as a result of this agreement or use of the Site. Print Bind Ship’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Print Bind Ship’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Print Bind Ship with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Print Bind Ship with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Print Bind Ship with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Changes to Terms

Print Bind Ship reserves the right, in its sole discretion, to change the Terms under which www.printbindship.com is offered. The most current version of the Terms will supersede all previous versions. Print Bind Ship encourages you to periodically review the Terms to stay informed of our updates.

Contact Us

Print Bind Ship welcomes your questions or comments regarding the Terms:

Print Bind Ship

6000 Pardee Rd

Taylor, Michigan 48180

Email Address:

start@printbindship.com

Telephone number:

(313) 928-5440

Effective as of June 05, 2023