1. Quotation – A quotation for goods or services not accepted within thirty (30) days after date of quotation, is subject to review.
2. Orders – Orders regularly entered, verbal or written, cannot be cancelled except upon terms which will compensate Richards against actual loss.
3. Experimental Work – Experimental work, performed at the customer’s request, such as sketches, drawings, data, HTML, print, electronic or PDF files, plates, presswork and materials, will be charged for at current rates, and may not be used without written consent from Richards.
4. Creative Work – Designs, layouts and all pre-media work created or furnished by Richards, shall remain Richards’ exclusive property, and no use of same shall be made, nor any ideas obtained therefrom be used, except upon compensation, to be determined by Richards.
5. Condition of Files – Quotations are based on the receipt of files which are ready to preflight and output proofs, plates, or digital images. Files that deviate from this standard are subject to re-estimating and pricing review by Richards at time of submission of file, unless otherwise specified in estimate.
6. Input Data – Input data is defined as information which has been prepared in specialized form by Richards for the operation of data base, word processing, desktop publishing and all other computer and data processing technology. Input data produced by, or developed for Richards from customer manuscript or other media, as intermediate or permanent (data base) material used in the production of work, remains the property of Richards.
7. Software – Custom software, such as the web order storefront, JobMan, our workflow systems and output developed by Richards in order to produce work for a customer with software or hardware, are the property of Richards. No use shall be made of, or ideas taken from, such programs, analyses, materials and output without the express written permission, and only upon payment of just compensation to Richards.
8. Pre-Media Materials – Designs, digital files, or photographic images, HTML, printing plates and other items created by Richards shall remain Richards’ exclusive property, unless otherwise agreed to in writing.
9. Alterations – Alterations represent work performed in addition to the original specifications. Such additional work shall be charged at current rates and be supported with documentation upon request.
10. Proofs – Paper, HTML, Email, Beta Websites or PDF proofs shall be submitted for approval. A transmittal/proof page or email needs to be returned indicating “O.K.” or “O.K. with corrections”. If revised proofs are desired, request must be made when proofs are returned. Richards regrets any errors that may occur through production undetected, but cannot be held responsible for errors if the work is produced per customer’s O.K. Richards shall not be responsible for errors if the customer has not ordered or has refused to accept proofs, or has failed to return proofs with indication of changes, or has instructed Richards to proceed without submission of proofs.
11. Press Proofs – Unless specifically provided in Richards’ quotation, press proofs will be charged for at current rates. An inspection sheet of any form can be submitted for customer approval, at no charge, provided customer is available at the press during the time of make-ready. Any changes, corrections, or lost press time due to customer’s actions will be charged for at current rates.
12. Color Proofing – Because of differences in monitors, equipment, paper, ink, toners and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and the completed job shall constitute acceptable delivery.
13. Overruns or Underruns – Overruns and underruns are not to exceed 10% on quantities ordered up to 10,000 copies and/or the percentage agreed upon above 10,000. Richards will invoice for actual quantity delivered within this tolerance, unless specified in the estimate. If customer requires guaranteed “no less than” delivery, percentage tolerance of overage must be doubled.
14. Customer’s Property – All customer’s property in Richards’ possession will be held for a period not less than one (1) year or until a request for such material(s) is made, or a written or verbal authorization to recycle is given. After one (1) year, authorization to destroy will be assumed unless instructions to the contrary are given. Richards will maintain fire, extended coverage, vandalism, and malicious mischief insurance on all property belonging to the customer, while such property is in Richards’ possession; Richards’ liability for such property shall not exceed the actual cost of said material.
15. Delivery – Unless otherwise specified, the price quoted is for a single shipment, without storage, F.O.B. Bellwood, IL. Estimates are based on continuous and uninterrupted delivery of complete order, unless specifications expressly state otherwise. Charges related to delivery from customer to Richards, or from customer’s supplier to Richards, are not included in any quotations unless specified. Special priority pick-up or delivery service will be provided at current rates upon customer’s request. Materials delivered from customer, or its suppliers, are verified with delivery ticket as to cartons, packages or items shown only. The accuracy of quantities indicated on such tickets cannot be verified until used, and Richards cannot accept liability for shortage based on supplier’s tickets. Title for finished work shall pass to the customer upon payment.
16. Production Schedules – Production schedules will be established and adhered to by customer and Richards, provided that neither shall incur any liability or penalty for delays due to state of war, riot, civil disorder, fire, strikes, accidents, action of Government, or civil authority and acts of God, or other causes beyond the control of customer or Richards. Additional rush charges may be added to the price quoted, if a faster delivery is required than originally estimated.
17. Customer Furnished Materials – Paper stock, digital files and other customer furnished materials shall be manufactured, packed and delivered to Richards’ specifications. Additional costs due to delays or impaired production caused by specification deficiencies shall be charged to the customer.
18. Terms – Payment shall be net thirty (30) days from date of invoice unless otherwise provided in writing. Past due accounts are subject to a service charge of 1-1/2% per month (18% per annum). Claims for defects, damages or shortages must be made by the customer in writing within a period of one (1) year after delivery. Failure to make such claim within the stated period shall constitute irrevocable acceptance and an admission that they fully comply with terms, conditions and specifications. Richards’ liability shall be limited to stated selling price of any defective goods. As security for payment of any sum due or to become due under terms of any Agreement, Richards shall have the right to retain possession of and shall have a lien on all customer property in Richards’ possession including work in process and finished work. The extension of credit or the acceptance of notes, trade acceptances or guarantee of payment shall not affect such security interest or lien.
19. Warranties – Customer represents and warrants that customer has the power and authority to enter into and perform its obligations to Richards; Customer Content does not and will not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right; customer owns the Customer Content or otherwise has the right to place the Customer Content on the website (if applicable); and customer has obtained any authorization necessary for hypertext links from the website to other third party websites (if applicable).
20. Disclaimer of Warranties – RICHARDS MAKES NO WARRANTIES TO CUSTOMER, AND RICHARDS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
21. Indemnification – Customer will indemnify and hold harmless Richards, its directors, officers, employees, representatives and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that if true, would constitute a breach of any of customer’s representations, warranties, or obligations; arises out of the negligence or willful misconduct of customer; or any of the customer content or other material supplied by customer infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, libel and slander, patents, copyrights, trademarks, trade secrets, and/or licenses.
22. Limitation of Liability – Customer’s sole remedy for any conduct or failure to act on the part of Richards is limited to cancellation of customer’s order. Richards will not have any monetary liability to customer. RICHARDS WILL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, THE ANY WEBSITE OR CUSTOMER’S DATA FILES, PROGRAMS OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. RICHARDS WILL HAVE NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF RICHARDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF RICHARDS TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO RICHARDS BY CUSTOMER UNDER THIS AGREEMENT DURING THE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
23. Force Majeure – Except for the payment of fees by customer, if the performance of any part of this Agreement is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.
24. Governing Law – These terms and conditions will be governed in all respects by the laws of the State of Illinois without regard to its conflict of laws provisions, and customer agrees that the sole venue and jurisdiction for disputes arising out of its business relationship with Richards will be the appropriate state or federal court located in Chicago, Illinois, and customer submits to the jurisdiction of such courts.
25. Taxes – All amounts due for taxes and assessments will be the responsibility of the customer. Nonprofit customers must supply a tax exemption certificate.