Prices estimated herein are based upon the supplier’s written understanding of the customer
specifications submitted. No handwritten alterations to the printed portions of this agreement are valid unless initialed by the supplier and customer. 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, the 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 deliveryreceipted email, postal mail or facsimile.
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 the customer and the 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.
Brokers and Other Intermediaries
When contracting with an intermediary such as a broker, ad agency or reseller for work
on behalf of their customers, suppliers 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
Cancellation or Deviation
In the event of cancellation of or deviation from all or part of the work covered hereby, customer shall give the 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.
Choice of Law and Venue
This agreement is made pursuant to and shall be governed by the law of the state of [state
name], and customer consents to jurisdiction of the courts thereof.
Claims for defects, damages, or shortages must be made by the customer in writing no later
than 10 calendar days after delivery. If no claim is made within the specified time period, the
supplier and the customer will have mutually acknowledged that the job has been accepted
by the customer and that the supplier’s performance has fully satisfied all terms, conditions
and specifications of the purchase agreement.
Content and Refusal of Work
The 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.
The 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.
The customer warrants that it has the right to produce the subject matter to be printed,
duplicated or distributed. If the subject matter is copyrighted, the 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 reproduced without written permission.
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.
The 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 the supplier and may not be used by the customer in any form or derivation
without the supplier’s written permission or without customer’s payment of compensation
as determined by the 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.
Materials: furnished by customers or their representative are verified by delivery tickets.
The supplier bears no responsibility for discrepancies between delivery tickets and actual
counts. Customer-supplied paper must be delivered according to specifications furnished by
the 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 the customer must be usable by the supplier without alteration or repair. Items not meeting this requirement will be indentified by the supplier and may be repaired by the customer, or by the supplier at the supplier’s current rates.
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.
Damages/Limitation of Liability
The supplier’s maximum liability, whether by negligence, agreement, or otherwise, will not
exceed the amount specified in the 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 the 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
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.
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, the supplier will charge accordingly at
current rates. Charges for delivery of materials and supplies from the customer to the supplier, or from the customer’s representative to the supplier are not included in quotations
unless specified. Title for finished work passes to the customer upon delivery to the carrier at
shipping point, or upon mailing of invoices for the finished work or its segments, whichever
An estimate not accepted in writing within thirty (30) days may be changed. No discount will
be allowed unless specifically set forth in the estimate itself.
Estimates are based on the supplier’s written understanding of the customer specifications
and the accuracy of the specifications provided to the supplier by the customer. The 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 the 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, the supplier will inform the 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.
Experimental and Preliminary Work
Experimental and preliminary work performed at customer’s request shall not be used without the supplier’s written consent.
The supplier warrants that the final work product will fully meet all of the requirements of
the purchase agreement in all material respects as agreed to by the supplier and the customer. Additionally, the supplier and the 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 the purchase agreement as agreed to by
the supplier and the customer.
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 the supplier at the direction of the 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.
Insurance, Risk of Loss
All stock and materials belonging to a customer will be held and stored only at the customer’s
risk, and the customer shall be responsible for insurance on their material. Customer retains
title to and the insurable interest in its materials. Because of this, the 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 the supplier
unless otherwise agreed in writing. The 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, the supplier will only maintain fire and extended coverage on property belonging
to the customer while the property is in the supplier’s possession. The 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 the 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 the 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
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 addendum to or amendment in the provisions of this agreement shall be effective or binding upon a party hereto unless embodied in a written instrument executed on behalf of such
party buy an authorized representative.
Customer’s mailing list(s) in the supplier’s possession, for storage or otherwise, is the exclusive property of the customer and shall be used only at the customer’s instructions. The
supplier shall provide reasonable and prudent protection against the loss of a customer’s list,
in much the same manner that the customer would itself. This includes adequate backup
procedures for all files and programs. The supplier shall provide reasonable and prudent security to protect the customer’s data
from access by non-essential personnel while in the possession of the supplier.
The 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 the 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, the supplier shall not be liable for
compiling such lists nor for an intangible or special value attached thereto.
The supplier is not responsible for the accuracy or integrity of lists or other data supplied by
the 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
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
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 the agreement
and in any of supplier’s specifications relating to particular portions of the work, as provided
to customer. If the 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 the customer
that is different from or in addition to the work, as specified in the estimate.
Unless otherwise agreed in writing, all outside purchases as requested or authorized by the
customer, are chargeable. Customer is responsible for payment for any paper which supplier
has been authorized by the customer to purchase, including paper remaining on hand as the
result of customer changing suppliers, discontinuing publication, or changing paper requirements. The supplier reserves the right to substitute comparable paper of a manufacturer different than that designated unless specified otherwise in the agreement.
Overruns, Underruns, Spoilage
Overruns or Underruns: will not exceed ten (10) percent of the quantity ordered, unless
specified otherwise in the agreement. The supplier will invoice for the actual quantity delivered within this tolerance. If the 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
Spoilage: All direct mail handling and processing involves spoilage. Spoilage of up to three
(3) percent 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, the 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. The supplier
will apply a surcharge for any rework necessary for materials received not meeting these
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 the 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 the 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 shrinkage 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
Unless otherwise specified herein, payment for services shall be net cash due thirty (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
Estimates do not include postage. The supplier will notify the customer in writing including
by facsimile or by delivery-confirmed e-mail of the required postage as soon as this amount is
known and will notify the customer of the date when the postage is needed in order to complete the mailing prior to the agreed upon mailing date. While the supplier will make every
effort to provide the customer with an accurate estimate of required postage, the 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 the customer. The supplier reserves the right to hold mailings for which sufficient postage has not been
paid or until postage payment has been verified. The customer will provide the postage payment in adequate time for the supplier to complete the mailing prior to the previously agreed
upon mail date.
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 the customer’s responsibility to maintain a copy of the original data submitted to the
supplier. The supplier is not responsible for accidental damage to material, data or media supplied by the customer or for the accuracy of furnished input or final input. Until the customer’s
data or media can be evaluated by the 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 the supplier, including, but not limited to, artwork, plates,
dies, film, data, and digital output files, shall remain the supplier’s exclusive property.
The supplier will submit prepress proofs along with original copy for the customer’s review
and approval. Corrections will be communicated electronically or returned to the 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 the customer;
• The work is printed per the 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 the customer and presented in the supplier’s quotation. A press sheet can be submitted for the customer’s approval as
long as the customer is present at the press during makeready. Any manufacturing time lost or alterations/corrections made because of the customer’s delay or change of mind will be chargeable at the supplier’s current rates
Production schedules shall be established and followed by both the customer and the 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 the supplier. In such cases, schedules will be extended by an amount of time equal to delay
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 the 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 the supplier
until such revised schedule and/or pricing is approved by the customer.
All prices are for a single shipment, without storage, F.O.B. customer’s place of business
within [named] County, [State], or F.O.B. supplier’s plant, [City], [State] for customers located outside [named] County, [State], unless otherwise specifically set forth on the face side
Intermediate Materials: The supplier will retain intermediate materials until the related
end product has been accepted by the customer. If requested by the customer, intermediate
materials will be stored for an additional period for additional charge. The supplier is not liable for any loss or damage to stored material beyond what is recoverable by the supplier’s
fire and extended insurance coverage.
Paper Storage: Only in the event that supplier stores paper on behalf of the customer the
following is agreed. The supplier will provide storage for the 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 the 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 the 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: The customer must advise the supplier, in advance of the job, the disposition of
overs. Overs may be returned to the customer, stored or destroyed. If items are stored or returned, applicable storage and delivery charges will be added. Additionally, at the supplier’s
option and without liability to the 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.
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.
All taxes and assessments levied by any governmental authority are the responsibility of the
customer. All amounts due for taxes and assessments will be added to the customer’s invoice.
No tax exemption will be granted unless official proof of the customer’s exemption is on file
with the supplier or such documentation accompanies the order. If, after the customer has
paid the invoice, it is determined that more tax is due, the customer must promptly remit the
required taxes to the taxing authority or immediately reimburse the supplier for any additional taxes paid.
Unless otherwise agreed, the customer will pay for all transmission charges. The supplier is
not responsible for any errors, omissions, or extra costs resulting from faults in transmission.
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.