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.
- 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.
- 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.
Electronic Communications
Visiting www.printbindship.com or sending emails to Print Bind Ship constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
Children Under Thirteen
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
Print Bind Ship and the Customer are sometimes referred to individually as a “Party”
and together as “Parties”.
WHEREAS, the Customer requires third party logistics management services to provide
the storage space, materials handling facilities and personnel necessary for the receipt, storage, and
delivery of the Merchandise (as defined below) of Customer, such services including but not
limited to printing, warehousing, order fulfillment, distribution, consolidation, kitting and other
value added services; and
WHEREAS, Print Bind Ship provides various services including “direct-to-consumer” order
processing and fulfillment services, pursuant to which Print Bind Ship produces, picks, packs, and
ships Goods to the Customer’s customers under the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Merchandise Ownership
1.1. For the purposes of this Agreement, “Merchandise” means all goods or products
provided by the Customer to Print Bind Ship for sale or delivery to the Customer’s customers
pursuant to this Agreement, including but not limited to goods or products that may be produced
by Print Bind Ship for the Customer. The Customer shall retain ownership of all Merchandise covered
by this Agreement and risk of loss at all times. Legal title to the Merchandise remains with the
Customer until the Merchandise is shipped for delivery to the Customer’s customer.
1.2. Print Bind Ship makes no claim of ownership of the Merchandise and shall act only
as the Customer’s independent contractor for the purposes of order processing, warehousing,
distribution, and customer service for Merchandise, even for such Merchandise as was produced
by Print Bind Ship for the Customer.
1.3. The Customer’s orders for the Merchandise are with the Customer. The Customer,
not Print Bind Ship, is the seller of the Merchandise.
1.4. Print Bind Ship shall have a lien on the Merchandise at Print Bind Ship’s facility as
security for the payment of charges owed to Print Bind Ship in relation to this Agreement. If the
Customer owes charges to Print Bind Ship for services provided by Print Bind Ship to the Customer,
Print Bind Ship shall have the right to sell any Merchandise stored in Print Bind Ship’s facility in
enforcement of its lien, in accordance with applicable laws.
2. Acceptance of Merchandise by Print Bind Ship
2.1. During the term of this Agreement, and any extensions or renewals thereof, Mel
Printing agrees to provide for the Customer certain warehousing facilities and services described
in this Agreement and the associated Statement of Work (“SOW”) that is made a part hereof, and
to accept such goods described in the SOW as from time to time may be tendered by the Customer.
2.2. Customer agrees not to ship goods to Print Bind Ship as the named consignee. If, in
violation of this Agreement, goods are shipped to Print Bind Ship as named consignee, Customer
agrees to notify carrier in writing prior to such shipment, with a copy of such notice to Print Bind Ship,
that Print Bind Ship named as consignee is a warehouseman under law and has no beneficial title or
interest in such property. Customer further agrees to indemnify and hold harmless Print Bind Ship
from any and all claims for unpaid transportation charges, including undercharges, demurrage,
detention, or charges of any nature, in connection with goods so shipped. Customer further agrees
that, if it fails to notify carrier as required by the preceding sentence, Print Bind Ship shall have the
right to refuse such goods and shall not be liable or responsible for any loss, injury or damage of
any nature to, or related to, such goods.
2.3. Any Merchandise tendered for storage shall be delivered to Print Bind Ship in a
segregated manner, properly marked and packaged for handling. Customer shall furnish or cause
to be furnished at or prior to such delivery, an Advanced Shipping Notice (“ASN”) showing the
goods to be kept and accounted for separately. In the event that Merchandise tendered to Mel
Printing do not conform to the description provided to Print Bind Ship by the Customer, Print Bind Ship
may refuse to accept such Merchandise. If Print Bind Ship accepts such Merchandise, Customer
agrees to pay the rates and charges as set forth in this Agreement and the related SOWs. Mel
Printing is not a guarantor of the condition of such Merchandise under any circumstances including
but not limited to hidden, concealed, or latent defects in the Merchandise. Concealed shortages,
damage or tampering will not be the responsibility of Print Bind Ship . In no event will Print Bind Ship
be liable for loss or damage caused by the events set forth in the Force Majeure section of this
Agreement or the inherent vice or nature of the Merchandise.
2.4. If Print Bind Ship in good faith believes that all or any part of the Merchandise is about
to deteriorate or decline in value to less than the amount of Print Bind Ship’s lien before the end of
the next succeeding storage month, Print Bind Ship may immediately notify the Customer in writing
of a reasonable time for removal of such Merchandise and, in case such Merchandise is not
removed, may sell such Merchandise at public sale held one week after a single advertisement or
posting as provided by law.
2.5. If, as a result of a quality or condition of any Merchandise of which Print Bind Ship
had no notice at the time of deposit, the Merchandise is a hazard to other property or to the
warehouse or to persons, Print Bind Ship shall immediately notify the Customer and the Customer
shall thereupon claim its interest in such Merchandise and remove such Merchandise from Mel
Printing’s facilities. Pending such disposition Print Bind Ship may remove such Merchandise from
its facilities and shall incur no liability by reason of such removal.
2.6. Print Bind Ship may refuse at any time to handle or distribute products of any kind
that in Print Bind Ship’s sole judgment is an invasion of privacy, is degrading, libelous, unlawful,
profane, obscene, tends to ridicule or embarrass, or is in bad taste, or which in Print Bind Ship’s sole
judgment is an infringement on a trademark, or trade name, or service mark, or copyright belonging
to others, or is in violation of the FTC Mail or Telephone Order Merchandise Trade Regulation
Rules, or other governmental rules or regulations.
3. Customer Services
3.1. Print Bind Ship shall ship Merchandise to the Customer’s customers as determined by
Print Bind Ship consistent with the Customer’s requirements for the efficient shipping and delivery
of Merchandise. Print Bind Ship is not responsible for any packages that are lost in transit after
leaving its facilities. Customer account numbers with various delivery services cannot be used.
3.2. Print Bind Ship shall process returns in accordance with Customer requests and
applicable federal, state, and local laws.
3.3. Print Bind Ship shall process all necessary tracers and claims for non-delivery or
damage on behalf of the Customer if requested by Customer and at Customer’s expense. Mel
Printing shall provide the Customer with proof of shipments but is not responsible in any way for
the results of credit card charge-backs, nor any fees imposed by merchant banks. The Customer is
responsible for vendor compliance guidelines.
3.4. Print Bind Ship shall instruct the Customer’s customers on the appropriate procedure
for returning merchandise. If established by the SOW, Print Bind Ship shall inspect and repackage
all undamaged or unused merchandise and return it to inventory for resale. Print Bind Ship shall
handle all damaged or unsalvageable Merchandise, and process such merchandise in any manner
designated by the Customer at the Customer’s expense.
4. Operating Reports
4.1. Print Bind Ship shall provide the Customer with access to information and reports
through the Print Bind Ship online portal (the “Portal”) for all services provided pursuant to this
Agreement.
4.2. If particular reports required by the Customer but not normally provided through
the Portal reporting system, the Customer shall pay Print Bind Ship for any programming expenses
incurred.
5. Rates and Charges
5.1. Rates and charges for the services are set forth in each SOW that is part of this
Agreement.
5.2. Print Bind Ship may increase the rates or charges at any time to reflect all increases in
pricing instituted by the United States Postal Service (the “USPS”) or other carriers utilized by
Print Bind Ship or the shipping companies chosen by Print Bind Ship. The Customer acknowledges that
the USPS normally increases its rates annually.
5.3. Print Bind Ship will provide the Customer with at least forty-five (45) days notice of
any increase to the rates and charges to be charged to the Customer, thereby giving the Customer
fifteen (15) days to terminate this Agreement if the Customer refuses to continue this Agreement
with such rates or charges.
5.4. For any services not specified in an SOW, the Customer shall pay to Print Bind Ship
such consideration in compensation as may mutually be agreed upon in writing, or, if no amount
is agreed to in writing, the standard charges the Print Bind Ship establishes for such services from
Time-to-time.
5.5. 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.
6. Order Entry, Processing and Processing Payments
6.1. Print Bind Ship shall process orders for Merchandise received by the Print Bind Ship
application programming interface (“API”) or the Portal. Additional charges will be paid by
Customer for any orders not processed through API or the Portal in accordance with Print Bind Ship
Procedures.
6.2. For each order taken, Print Bind Ship shall enter the information designated in the
SOW into the Print Bind Ship information systems. Print Bind Ship may decline to process and/or fulfill
orders that are received by Print Bind Ship in a non-compliant format. Print Bind Ship shall promptly
process all qualified requests and use its best efforts to cause the order to be shipped to the customer
within a reasonable time after receipt of the order.
6.3. The Customer shall provide sufficient advance notice of all media promotions to
enable Print Bind Ship a reasonable amount of time to implement an order fulfillment program
appropriate for the Customer’s projected response forecast.
6.4. All payment processing and transaction management for the sale of the
Merchandise, is the sole responsibility of the Customer.
7. Sales and Use Taxes
7.1. Since title to the Merchandise remains with the Customer at all times, the Customer
is liable and responsible to remit all sales and use taxes to the appropriate taxing authorities. Mel
Printing assumes no liability for payment of sales and use tax.
7.2. Print Bind Ship assumes no responsibility for determining whether sales of the
Merchandise are taxable in a given jurisdiction, or that the rate or method of calculating any such
taxes is correct. Print Bind Ship agrees only to use reasonable care and skill in calculating and
collecting taxes due based on the rates and methods supplied by the Customer.
7.3. The Customer shall indemnify, defend, and hold harmless Print Bind Ship and its
shareholders, officers, directors, and employees from and against all claims, suits, or liabilities and
expenses, including reasonable legal fees, for the Customer’s failure to remit to the appropriate
authorities any sales or use taxes claimed to be due and owing by reason of the Customer’s sale of
merchandise to the Customer’s customers.
8. Term, Default, Termination, and Renewal
8.1. The term of this Agreement shall commence on the day and year first above written
and shall continue thereafter in full force and effect for a period of twelve (12) months and shall
thereafter automatically renew on a twelve (12) month basis unless terminated in accordance with
this Agreement.
8.2. Either Print Bind Ship or the Customer may terminate this Agreement or suspend its
services under this Agreement, or both, under any of the following conditions: (a) the Customer
fails to pay any sum due to Print Bind Ship within five (5) business days after receiving written notice
that payment is past due; or (b) either party breaches any other obligations under this Agreement,
and fails to remedy such breach within thirty (30) days after receiving a written notice from the
other party specifying the nature of the breach; or (c) either Party files a petition in bankruptcy, is
declared bankrupt or insolvent, makes any assignment for the benefit of creditors, or is placed in
trustee or receivership.
8.3. This Agreement shall be renewed automatically at the end of each term at the rates
then prevailing for Print Bind Ship’s services, unless either party gives written notice to the other of
its intent not to renew at least thirty (30) days prior to the end of each term.
8.4. Either party may termination this Agreement following thirty (30) days written
notice to the other part.
8.5. Upon termination of this Agreement, Print Bind Ship will be compensated in full for
any work or services performed through the date that services are terminated, plus costs involved
in scrapping or preparing the material for shipment, the cost of preparing a final inventory, and the
cost of any goods or services purchased prior to termination.
9. Compliance with Law; Notification of Product Characteristics
9.1. The Customer shall comply with all applicable laws, regulations, and requirements
of the Federal Trade Commission, the Food and Drug Administration, and any other governmental
or quasi governmental agency that might have jurisdiction over the Merchandise or sales
transactions. The Customer shall monitor compliance under such laws, regulations, and
requirements, and shall promptly notify Print Bind Ship of any special compliance issues raised by
the offer or sale of the Merchandise or sales or promotional activities in a particular state.
9.2. The Customer shall notify Print Bind Ship of the characteristics of any Merchandise
that may in any way be likely to cause damage to Print Bind Ship’s premises or to other products that
may be stored by Print Bind Ship.
9.3. The Customer, except to the extent hereinafter specified, represents that none of the
Merchandise is adulterated, flammable, hazardous or dangerous materials or articles, explosives
or pesticides, as defined under the regulated federal, state or local laws, statutes, ordinances, or
regulations, and that any Merchandise which require registration, permits, licenses or similar
approvals under federal, state or local laws, statutes, ordinances or regulations are guaranteed to
have such registrations, permits, licenses or approvals at the time the goods are tendered to Mel
Printing and during the time they are in Print Bind Ship’s custody.
9.4. The Customer represents that the Merchandise which is defined or which is subject
to regulation under federal, state or local laws, statutes, ordinances or regulations concerning
adulterated, flammable, hazardous or dangerous materials or articles, explosives or pesticides will
be individually listed on receiving/shipping document (bill of lading) naming the goods and
designating which laws, statutes, ordinances or regulations apply to the storage, handling and
transportation of the goods, and whenever in the future the undersigned tenders goods to Mel
Printing for storage or handling which are defined and subject to regulation under federal, state or
local laws, statutes, ordinances or regulations concerning adulterated, flammable, hazardous or
dangerous materials or articles, explosives or pesticides it shall, at the time of such tender, advise
Print Bind Ship, in writing, with respect to each such item which laws, statutes, ordinances and or
regulations apply to the storage, handling and transportation of the goods.
9.5. The Customer further represents that with respect to any Merchandise which, due
to such federal, state or local laws, statutes, ordinances or regulations applicable to the goods,
require special handling, storage, stacking segregation of commodities, documentation, records
certification, reports of other treatment beyond that normally afforded by Print Bind Ship to goods
generally, it will furnish Print Bind Ship for goods Print Bind Ship in storage in writing for each item
tendered for storage in the future, with all information and instructions necessary to conform with
the requirements applicable to its goods.
10. Handling
10.1. Print Bind Ship shall not be liable for demurrage, detention or delays in unloading
inbound cars or detention or delays in obtaining and unloading cars or, vehicles for outbound
shipments unless Print Bind Ship has failed to exercise reasonable care and judgment as determined
by industry practice.
10.2. Print Bind Ship agrees to furnish personnel, equipment and other accessories
necessary to perform efficiently and with safety the services subject to this Agreement and the
related SOWs. Print Bind Ship may move goods within its facilities as Print Bind Ship deems necessary
to maintain storage and handling efficiencies.
10.3. When goods are ordered out by Customer in quantities different than as received,
Print Bind Ship may make an additional charge for each such order or each item of such an order.
11. Standard of Care and Liability, Limitation of Damages
11.1. Print Bind Ship shall not be liable for any loss, damage or destruction to goods,
however caused, unless such loss, damage, or destruction resulted from Print Bind Ship’s failure to
exercise such care in regard to the goods as a reasonably careful warehouseman would exercise
under like circumstances. Print Bind Ship will not be liable for damage of any type which could not
be avoided by the exercise of such care.
11.2. In the event of loss, damage or destruction to stored goods for which Print Bind Ship
is legally liable, the Customer declares that Print Bind Ship’s liability for damages shall be limited to
the lesser of the following amounts: (a) the actual cost to the Customer of replacing or reproducing
the damaged goods together with transportation costs to warehouse; or (b) the fair market value of
the goods on the date Print Bind Ship is notified of loss, damage or destruction, and no instance shall
any one claim exceed the limit of warehouse legal liability insurance, provided, however that
within a reasonable time after receipt of this Agreement, the Customer may, upon written request,
increase Print Bind Ship’s liability in part on all of the goods stored under the agreement, in which
case an increased charge will be made based upon such increased valuation: further provided that
no such request shall be valid unless made before loss, damage or destruction to any portion of the
goods stored under this agreement has occurred.
11.3. The limitation of liability referred to above shall be the Customer’s exclusive
remedy against Print Bind Ship for any claim or cause of action whatsoever relating to loss, damage,
and/or destruction of the stored goods and shall apply to all claims including inventory shortage
and mysterious disappearance claims unless the Customer proves by affirmative evidence that Mel
Printing converted the goods to its own use. The Customer waives any rights to rely upon any
presumption of conversion imposed by law. In such event the Customer shall not be entitled to
incidental, special, punitive or consequential damages.
11.4. The Customer acknowledges and agrees that Print Bind Ship is not an insurer or
guarantor of any goods placed in its possession by Customer pursuant to this Agreement.
11.5. Where loss or injury occurs to the Merchandise for which Print Bind Ship is not liable,
the Customer shall be responsible for the cost of removing and disposing of such Merchandise, as
well as the cost of any environmental cleanup and/or site remediation resulting from the loss or
injury to such Merchandise.
11.6. Print Bind Ship and the Customer agree that some amount of inventory shrinkage due
to damage and misplacement is inevitable in an operation of this size. The Customer agrees to
grant Print Bind Ship an annual inventory shortage allowance equal to 1.5% based on the value of
the Customer’s inventory known to be in the facility based on the stated cost value measured on
an annual basis. Any amounts above this amount are subject the terms and conditions of this
Agreement.
11.7. The parties acknowledge that it is the intent of this Agreement to limit Mel
Printing’s liability in connection with loss or damage to the Merchandise resulting from Mel
Printing’s negligence and covered by Print Bind Ship’s legal liability insurance carried by Mel
Printing. The Customer and its insurers hereby waive their rights of recovery against Print Bind Ship
for claims in excess of Print Bind Ship’s liability as expressed in this Section.
12. Notice of Loss and Damage, Claim and Filing of Suit
12.1. Print Bind Ship agrees to notify Customer promptly of any loss or damage, however
caused, to Merchandise handled under the terms of this Agreement.
12.2. Claims against Print Bind Ship by the Customer must be presented in writing to Mel
Printing not longer than either sixty (60) days after delivery of the Merchandise by Print Bind Ship
or sixty (60) days after the Customer is notified by Print Bind Ship that loss or injury to part or all of
the Merchandise has occurred, which ever time is shorter. Each claim must contain information
necessary to identify the Merchandise affected, the basis for liability and the amount of the alleged
loss or damage, as well as all appropriate supporting documentation which must include: a
summary of claims for both damaged and shortages of items, a report of individual carton ID’s
and their appropriate claims designation, including claim value, and individual claim forms for
each claim that is supported by the report also provided.
12.3. No action may be maintained by the Customer or others against the Print Bind Ship
for loss or injury to the Merchandise unless timely written claim has been given as provided in this
Section and unless such action is commenced either within nine (9) months after date of delivery
by Print Bind Ship or within nine (9) months after Customer of record is notified that loss or injury
to part or all of the goods has occurred, whichever time is shorter.
13. Liability For Consequential Damages, Mis-shipments and Chargebacks
13.1. Print Bind Ship shall not be liable for any loss of profit or special, indirect, or
consequential damages of any kind arising from services or other activities performed pursuant to
this Agreement.
13.2. If Print Bind Ship negligently mis-ships goods, Print Bind Ship shall pay the reasonable
transportation charges incurred to return such goods to Print Bind Ship’s facility. If the person to
whom the mis-shipment was shipped fails to return the goods, Print Bind Ship’s maximum liability
for the lost or damaged Merchandise shall be as specified in the “Standard of Care and Liability,
Limitation of Damages” Section, and Print Bind Ship shall have no liability for damages due to the
acceptance or use of the Merchandise whether such Merchandise be those of the Customer or
another person.
13.3. Print Bind Ship shall not be liable for loss of Merchandise due to inventory shortage
or unexplained or mysterious disappearance of Merchandise unless the Customer establishes such
loss occurred because of Print Bind Ship’s failure to exercise the care required of Print Bind Ship under
this Agreement. Any presumption of conversion imposed by law shall not apply to such loss and
a claim by the Customer of conversion must be established by affirmative evidence that Mel
Printing converted the Merchandise to Print Bind Ship’s own use.
13.4. Print Bind Ship shall not be responsible for chargebacks of any kind unless it is shown
by affirmative evidence that such chargebacks are directly attributed to and intentionally caused
by Print Bind Ship.
13.5. Any and all claims made pursuant to this Section must be in compliance with the
requirements set forth in “Notice of Loss and Damage, Claim and Filing of Suit” Section.
14. Force Majeure
14.1. Neither the Customer nor Print Bind Ship shall be liable to the other for default in the
performance or discharge of any duty or obligation under this Agreement when caused by acts of
God, hurricanes, tidal waves, flood, tornadoes, cyclone, wind storm, earthquake, public enemy,
civil commotion, strikes, labor disputes, work stoppages or other difficulties within the workforce,
failure to provide power by the utility provider, intentional or malicious acts of third persons or
any other organized opposition, corruption, depredation, accidents, explosions, fire, water
sprinkler leakage, moths, vermin, insect, seizure under legal process, embargo, prohibition of
import or export of Goods, closure of public highways, railways, airways or shipping lanes,
governmental interference or regulations, or other contingencies, similar or dissimilar to the
foregoing, beyond the reasonable control of the affected party.
14.2. Upon the occurrence of such an event as described above, the party seeking to rely
on this provision shall promptly give written notice to the other party of the nature and
consequences of the cause.
14.3. If the cause is one which nevertheless requires Print Bind Ship to continue to protect
the Merchandise, the Customer agrees to pay the storage or similar charges associated with Mel
Printing’s obligation during the continuance of the force majeure. All Merchandise is stored,
handled, and transported at the Customer’s sole risk of loss, damage, or delay caused by any of the
above.
15. Indemnification
15.1. Each party (the “Indemnitor”) shall indemnify, defend and hold the other party (the
“Indemnitee”) harmless from and against all liabilities, claims, suits, actions, fines, damages,
losses, costs and expenses arising out of injury to or death of any person or damage to or loss or
destruction of any property (except for the goods where liability is expressly provided for in this
Agreement) caused by or resulting from any parties’ default, improper performance or nonperformance
of obligations hereunder by the Indemnitor, its employees or agents.
15.2. The Indemnitee shall provide prompt notice of any claim or liability; shall tender
defense or settlement to the Indemnitor, and shall fully cooperate in defense of the claim. Should
the Indemnitor fail to honor a timely request for indemnification, then the Indemnitee shall be
entitled to all costs incurred in the enforcement of the right of indemnification hereunder, which
enforcement results in a legal judgment in its favor or an acknowledgement by the Indemnitor that
the claimed indemnification is valid in a settlement of such claim.
15.3. Any and all indemnification is subject to coverage by an insurer.
16. Audit and Inventory
16.1. Upon reasonable advance written notice and during normal business hours, the
Customer or the Customer’s authorized representatives may inspect, audit, and copy excerpts from
books, records, contracts, and data processing procedures created or maintained by Print Bind Ship
that relate to the reconciliation of invoices to the Customer and to this Agreement. This audit or
inspection shall take place at the offices of Print Bind Ship or such other place as the parties mutually
agree. The Customer shall pay all direct and indirect costs of any such inspection or audit, except
the salaries of Print Bind Ship employees and those costs reasonably incurred by Print Bind Ship in
cooperating with such inspection or audit
16.2. On reasonable advance notice from the Customer, Print Bind Ship shall perform a
physical inventory of the Customer’s merchandise held at Print Bind Ship’s facilities at reasonable
times during normal business hours. The Customer shall compensate Print Bind Ship for all costs
incurred in conducting the physical inventory.
16.3. Print Bind Ship will take reasonable and prudent precautions to preserve and protect
Customer’s property, including all property that is returned by buyers. If Customer requires special
handling or protection of its Merchandise, Customer agrees to compensate Print Bind Ship for any
extra costs incurred
16.4. Provided that Print Bind Ship takes reasonable precautions, Print Bind Ship shall not be
responsible or liable for, and Customer agrees to hold Print Bind Ship harmless from property losses
or shrinkage under the rate of 1.5% of the greater of inventory value or annual shipments.
17. Miscellaneous
17.1. Confidentiality. The Parties shall keep in confidence and not disclose to any third
party: (a) the terms of this Agreement; and (b) any confidential or proprietary information that
either learns about the other Party, such as, but not limited to, the rates, value, origin, destination,
or consignee of any Merchandise or shipment made hereunder. The Parties may disclose such
terms and information to the extent required by law, to obtain financing, to substitute service
providers to the extent necessary to provide such substitute service, or to auditors retained for the
purpose of assessing the accuracy of freight bills.
17.2. Severability. If any provision of this agreement is determined by a court of
competent jurisdiction to be in violations of any applicable law or otherwise invalid or
unenforceable, such provision will, to such extent as it is determined to be illegal, invalid or
unenforceable under such law, be deemed null and void; however this Agreement shall otherwise
remain in full force and effect.
17.3. Amendment, Modification and Waiver. This Agreement shall not be altered or
otherwise amended except pursuant to an instrument in writing signed by the Buyer and the Seller,
except that any party to this Agreement may waive any obligation owed to it by another party
under this Agreement. The waiver by any party hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach.
17.4. Binding Effect. This Agreement shall be binding upon, inure to the benefit of, and
be enforceable by, the respective successors, assigns, heirs and legal representatives of the parties.
17.5. Entire Agreement. This Agreement and the other writings referred to herein
contain the entire understanding of the parties with respect to the subject matter of this Agreement,
and supersede all prior agreements and understandings between the parties with respect to the
subject matter.
17.6. Notices. All notices, claims, certificates, requests, demands, and other
communications hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally or mailed (by registered or certified mail, return receipt requested and postage
prepaid) to the address included in preamble to this Agreement or such other address as the party
to whom notice is to be given may have furnished to the other party in writing in accordance
Herewith.
17.7. Expenses. Each party will bear its own expenses regarding the transactions
contemplated by this Agreement, unless otherwise indicated in the Agreement. 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.
17.8. Counterparts. This Agreement may be executed in any number of counterparts,
and each such counterpart shall be deemed to be an original instrument, but all such counterparts
together shall constitute one agreement.
17.9. Governing Law. This Agreement shall be governed by the internal laws of the
State of Michigan.
1. Rates and Charges: As required by Section 5 of the Agreement, the following rates and
charges shall apply:
2. Printing: TBD
3. Fulfillment:
a. The Customer shall pay to Print Bind Ship a fulfillment fee of $1.50 per order and $0.25 for each additional item in the same order.
b. Jobs (all orders/requests that do not route through our automated order management system)
i. Project Management Labor
ii. Fulfillment – Full Case – $2.00
iii. Fulfillment – Eaches
1. First item – $1.50
2. Each additional item in the same order – $0.25/ea
iv. Labels
1. $.15 per label (FBA label, product label)
v. Insert Fulfillment
1. $.25/ea (printing and inserting a piece of paper into the shipping carton
vi. Product Shrinkwrapping
1. $.25/ea
vii. Product bagging
1. $.15/ea
4. Shipping:
a. The Customer shall pay to Print Bind Ship shipping fees based on the final shipped weight and rates listed below (Subject to change):
*All shipping is fully tracked with an automated email sent to customers with tracking information
*(USA – 3-5 days, Canada 5-7 days, ROW (Rest of World) 7-10 days)
5. Integration options:
a. Integration options: https://printbindship.tawk.help/article/integration
b. Access to our online PBS Portal (No Charge) where you can:
i. View inventory, orders, tracking, returns, Change/cancel/edit/place
orders and more!
Video walkthrough of our portal
6. Returns:
a. $2.50 per order
7. Storage (For inventoried items – per month):
a. $20/per pallet location
b. $10/full shelf location
c. $4.50/large bin location
d. $2.50/small bin location
8. Orders:
a. Inventoried items: All orders will be shipped within 1-2 days of receipt Monday
through Friday (non-holidays)
b. Print on Demand items: All orders will be shipped within 3-4 days of receipt
Monday through Friday (non-holidays)
9. Invoicing:
a. Payment to be set up through our online payment system, Helcim
b. Billed on the first of each month
i. Our payment policy is:
BULK ORDERS: 50% down and 50% due upon completion for bulk order.
POD: The setup fee(s) are due at initial for our Books on Demand program.
POD orders are required to be on auto payment.
The POD book orders, fulfillment and shipping are billed on a monthly basis set up as an auto payment.
The fulfillment and shipping charges will be billed on a monthly basis.
You can pay everything with a credit card. Here are the options:
- Pay invoices with a credit card (3% fee applies)
- Pay invoices via Wire or ACH (no fee)
10. Misc. charges (does not apply unless requested or required service):
a. PBS portal access – no charge
b. Hourly general labor $45/hour ($0.75/min)
c. Project Management $65/hour
d. IT Labor $125/hour
e. Graphic Design Labor $75/hour
f. $0.25 shrink-wrap