TERMS AND CONDITIONS – MEDIASHORE LTD (T/A ABC IMAGING)
PARTIES: You (“Customer”) hereby agree to enter an agreement (“Agreement”) and, if applicable, open a credit account with ABC Imaging (“ABC”) under the following terms.
MODIFICATION: The terms of the agreement may be waived or modified only in writing signed by an authorized officer of ABC. In the absence of an express written supplemental agreement, the terms of this agreement will prevail under all conditions. The Customer recognizes that no employee or agent of ABC has the authority to modify this agreement without the separate written approval of an authorized officer of ABC.
COPYRIGHT WARRANTY: At all times while this account is open, Customer warrants that all items submitted for printing and reproduction to ABC are not copyrighted or the use of such items is deemed “fair use” under copyright laws. Customer agrees to indemnify ABC, from any liability, loss, expenses, damages, and attorney fees resulting from ABC utilizing Customer’s copy, artwork or photography.
TAXES: Customer shall be solely responsible for any tariffs, duties, sales taxes, use tax or other taxes of any nature imposed or levied on the goods, advice or service provided by ABC in accordance with this Agreement.
WARRANTIES & LIMITATIONS: ABC warrants that it will adhere to printing industry standards in providing services and will perform in a manner consistent with generally accepted procedures for such matters. The warranties stated in this Agreement are exclusive and in lieu of all other warranties.
In no event shall ABC be liable to Customer for special indirect or consequential damages in any connected with the performance or breach of this Agreement. The amount of liability of ABC to
Customer on any claim for loss or liability in any way connected with the performance or breach of this Agreement shall in no case exceed the amount of money compensation actually paid to ABC for the particular job or project in issue.
BECAUSE OF LIMITATIONS OF THE TECHNOLOGIES INVOLVED, ABC’S LIABILITY IN REGARD TO LAMINATING AND DRY MOUNTING SERVICES SHALL BE LIMITED TO REPLACEMENT OF ANY ITEMS GENERATED BY ABC FOR DRY MOUNTING AND/OR LAMINATING AND/OR REFUND OF ACTUAL LAMINATING OR DRY MOUNTING COST. UNDER NO CIRCUMSTANCES WILL ABC ACCEPT ANY FURTHER RESPONSIBILITY FOR RESULTS OF LAMINATION OR DRY MOUNTING ANY CUSTOMER PROVIDED ITEM THAT ARE UNIQUE OR NOT REPLACEABLE BY ABC.
ALTERATIONS: Proposals are only for work according to the originals specifications. If Customer error warrants extra work or change of handwork has to be done a second time or more, such extra work will carry an additional charge at current rate for the time so consumed.
PROOFS: Proofs will be submitted with original copy. Corrections, if any, are to be made and the proofs returned marked ‘O.K.’ or ‘O.K. with corrections,’ and signed with a name or initials of person duly authorized to pass on same. If revised proofs are desired, requests should be made when proof is returned. ABC is not responsible for errors if work is printed as per Customer’s O.K.
PRESS PROOFS: An extra charge will be made for press proofs. Presses standing idle awaiting an O.K. from the Customer will be charged at current rate for the time so consumed. Overruns or underruns not to exceed 10% of the amount ordered constitute an acceptable delivery. The excess or deficiency shall be charged or credited to the Customer proportionally. ABC shall charge the Customer at current rates for handling and storing electronic files, Customer’s stock, or Customer’s printed matter held. All Customer’s property that is stored at ABC is at the Customer’s risk, and ABC is not liable for any loss or damage thereto caused by fire, water leakage, theft, negligence or any cause beyond the printer’s control. It is understood that the gratuitous storage of Customer’s property is solely for the benefit of the Customer.
PRICING: Unless otherwise agreed, ABC’s pricing is not locked and ABC may change its overall pricing for various services from time to time without notice.
COLOUR PROOFING: Because of the difference in equipment and conditions between the colour proofing and the pressroom operations, a reasonable variation in color between color proofs and the completed job shall constitute an acceptable delivery.
DELAYS IN DELIVERY: All contracts are made contingent upon wars, strikes, fires, floods, accidents, or other contingencies beyond the control of ABC.
CONFIDENTIALITY: ABC recognizes the importance of its activities in a manner designed to protect any confidential information concerning clients from improper use or disclosure. Customer also agrees to keep this agreement and all its contents and software confidential and not to disclose to any other parties.
LICENCE: All software installed at client site is ABC’s copyrighted material and part of ABC’s trade secrets and must be removed at the end of any agreement or with a 30-day written notice at any time. Customer is licensed to use ABC software only during the term of this agreement and while a client of ABC, and in no event may ABC property be used outside of this agreement.
RIGHT OF REFUSUAL: ABC has the right to refuse to print any material submitted by the Customer which the company, in its sole discretion, deems unlawful or possibly unlawful. The Customer agrees that no claim shall be made against the company as a result of such a refusal. The Customer agrees to indemnify and to hold ABC harmless from any claim, demand, action, proceeding or judgment including legal fees, against the company arising in any way from the printing of material for the customer which is alleged by any person to be libelous, scandalous or an invasion of privacy.
CREDIT CHECK: Customer agrees to allow ABC to use the information provided herein to conduct a credit check, and further agrees to be bound by ABC terms of credit. The signer hereby gives permission to use any tools necessary to determine creditworthiness. Upon approval, a commercial credit account (“Account”) will be issued to Customer’s company. Customer acknowledges that each use of the charged purchases constitutes a loan for business purposes to Customer’s firm/company/organization by ABC.
PAYMENT: Customer agrees to pay for all purchases charged to the Account. The invoice presented at the point of sale constitutes the official bill of sale.
Payment is due on delivery or 30 days from date of the invoice for account customers.
ABC will send Customer a complimentary, customized record of open invoices each month. Accounts with unpaid amounts over 30 days from the invoice date shall be considered delinquent. As to any delinquent account, Customer agrees to pay interest of one and a half percent (1.5%) per month or the maximum interest rate allowed by state law, if that maximum rate is less than one and a half percent (1.5%) per month. Accounts with unpaid amounts over 60 days from invoice date shall be subject to a credit hold or be closed. ABC reserves the right to assess a fee for returned checks to cover administrative costs and bank charges.
DEFAULT/REMEDIES: The failure by Customer to make on or before the due date thereof any required payment under this Agreement, or other failure of Customer to perform any other term or
condition of this Agreement in a timely manner (or any other agreement between Customer and ABC) shall constitute an Event of Default under this Agreement.
Upon the occurrence of a Default described above, ABC shall be entitled to exercise any one or more of the following remedies, which may be exercised singly or in any combination, serially or concurrently, and at any time or times and whenever a Default is continuing unwaived or unremedied:
(i) in writing demand immediate payment in full of all accrued and unpaid interest and all principal which is then outstanding and unpaid under this Agreement;
(ii) exercise any and all remedies which may then be available to ABC under any or all applicable state or federal laws, including but not limited to ABC’s rights, remedies, powers or privileges under the general law.
(iii) suspend or cancel the Account.
SECURITY: Customer assumes complete responsibility for protecting the security of Customer’s Account issued and further agrees to immediately notify ABC of misuse. Customer may be liable for unauthorized use of cards, except if such use occurs after ABC has been notified by telephone or in writing at the number or address included on the monthly record of open invoices. Customer agrees that any employee or agent of Customer’s firm/company/organization who makes a purchase on Customer’s Account at the point of sale shall have implicit authority to do so, and Customer will be liable for all charges thereto.
CANCELLATION: Customer may cancel the Account upon 30 days written notice to ABC Customer Administrative Services. Customer shall be responsible for any outstanding balances and any new charges incurred up to and including the effective date of cancellation.
MISCELLANEOUS: These terms shall be governed in accordance with the laws of England. Customer agrees that jurisdiction and venue for any suit arising under this Agreement shall be proper in the courts of England. This Account shall begin upon execution hereof by ABC and shall continue until terminated by either the Customer or ABC. All work governed by this Agreement and any obligations incurred prior to termination shall survive termination. Experimental work performed at Customer’s request such as sketches, drawings, composition, plates (including lithographic plates), press work and materials are charged for at current rates. Artwork, type, plates (Including lithographic plates), engravings, electrotypes, negatives, positives and other items; when supplied by ABC, they shall remain its exclusive property, unless otherwise agreed to in writing.
VERIFICATION: I/We certify that this information is complete and accurate. I/We agree to promptly notify, in writing, ABC Customer Administration Services of any additions or terminations of authorized user(s) status. I/We hereby give consent and authorize the named person(s) to be issued the ABC Commercial Account and understand that my/our firm is liable for payment of all charges incurred by the user(s).