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TBG Terms and Conditions

Order Confirmations:

 

Please review your confirmation for accuracy, including the specifications, quantity, and shipping destination. Any changes to your order may result in additional material costs.  Final totals (which may include overs, freight, or additional costs incurred) will be sent to you in an invoice once your order is completed.


All proofing before and after printing is the sole responsibility of the customer. All orders are subject to a 10% over/under run unless otherwise specified. There will be a 3% charge added to all COD orders and credit card payments. 

AGREEMENT ACCEPTANCE:  The terms and conditions constitute an offer to provide the printing services to the Client.  The Client may accept TBG’s offer by executing this “Agreement” and the written acceptance of individual OC or SOW documents formulate the complete conditions for TBG to provide Goods requested by the Client.  Terms and Conditions are limited to this Agreement, unless otherwise agreed to in a mutually executed agreement, and shall not incorporate any preprinted terms on any Client purchase order. TBG may withdraw at any time prior to Client acceptance.

 

 

PRICES:  Prices are effective for 30 days or any period as specified on an OC/SOW, except that price of materials (such as paper, poly, ink, plates, and adhesives) and outside services are subject to change at any time. TBG will notify the Client of price changes.

 

If any of the Goods are scheduled to be shipped more than sixty (60) days from the written acceptance of an OC/SOW, TBG may change the price applicable to such Goods by notifying the Client not less than thirty (30) days prior to shipment.

 

Any taxes or fees imposed by any federal, state, municipal, or other governmental authority that may be applicable to the production, sale, use, storage, delivery, or transportation of the Goods, together with all duties, and tariffs, shall be added to the price and paid by Client, except where Client has provided a proper certificate of exemption.

 

Prices do not include Postage, Freight or Delivery charges.

 

The Client may request modifications to specifications, and such modifications shall be binding upon TBG issuance of an amended OC/SOW, including any price changes.

 

All invoices will be due upon receipt or per negotiated payment terms.

 

 

QUANTITIES:  The quantities of any Goods to be delivered may exceed or be less than the specified quantities by up to ten percent thereof; provided, however, that quantity variation may exceed ten percent for Goods manufactured to the Client’s specifications. Overruns and/or underruns within the percentage specified on the OC/SOW shall constitute acceptable delivery, and TBG shall bill the Client for the actual quantity delivered within this tolerance.

 

 

PARTIAL ORDERS AND SINGLE LOT SHIPMENTS:  Prices quoted on each OC/SOW, are based upon the purchase of all of the Goods. Requests for less than the total of the Goods quoted on an OC/SOW are not acceptable unless specifically provided by written consent of TBG.  In addition, and unless otherwise specified, such quotes are based upon single shipment, single destination. If more than one shipment to more than one destination is requested by Client, the quotes shall be adjusted to reflect any increase in TBG's cost incurred by any such additional shipments.

 

 

CANCELLATIONS AND REQUESTS FOR DELAY BY CLIENT:  Once Client accepts an OC/SOW, the Client may not cancel or delay the completion of an order without the written consent of TBG.  If TBG consents to any such cancellation or delay, Client may be required to pay any such amount as TBG, in its sole discretion, shall determine will fully indemnify it against all loss and provide TBG with a reasonable profit.

 

 

ADDITIONAL CHARGES:  If the Client does not accept delivery of finished goods for more than 30 days, TBG may assess storage charges. TBG will perform its obligations during its regular working hours. If the Client requests expedited delivery or quantity increases, or if the Client experiences material delays in meeting production schedules or specifications, TBG may assess overtime charges. The Client and TBG shall agree in advance on chargeable overtime.

 

 

ERRORS:  TBG reserves the right to correct any inadvertent errors made in specifications and prices quoted.

SHIPMENT, TITLE, RISK OF LOSS:  Except as set forth in this paragraph, all shipments shall be F.O.B. Origin (point of shipment). All shipping dates are approximate and TBG does not guarantee the date of shipment. Risk of loss shall pass to Client as soon as the Goods have been delivered to the carrier for shipment to Client or when the Goods are ready for delivery if delivery has been delayed by Client. Title to Goods shall pass to Client at TBG's factory immediately upon completion of manufacture. Passage of title and/or risk of loss shall not be impacted by delivery terms, shipping instructions, or storage on Client’s behalf in TBG's warehouse facilities. TBG shall not be liable for any delay in delivery or any other default due to occurrences or contingencies, including, but not limited to, fire, flood, embargo, strike, failure to secure materials or labor from usual sources of supply, governmental restrictions, conditions considered "force majeure", delays occasioned by any subcontractors, or any other circumstances beyond TBG's control which shall prevent TBG from performing in the normal and usual course of its business.

 

 

FAILURE TO PAY:  If the Client does not pay any sum when due, TBG may cease production and retain possession of, and will have a lien on, all property produced for the Client by TBG, which property is in TBG possession, until all obligations are satisfied.

 

If the purchase price is not paid within fifteen days from the due date, TBG reserves the right to charge the lesser of one and one-half percent (1.5%) or the maximum legal rate on all such sums from the date due until paid.

 

In the event of nonpayment, TBG shall have and may exercise all rights and remedies under the Uniform Commercial Code. Client shall also be liable to TBG for all costs of collection, including reasonable attorney’s fees and costs, incurred by TBG upon the default by Client.

 

 

CREDIT:  TBG reserves the right at any time to alter or suspend credit or to change any credit terms provided, in its sole discretion, the financial condition of Client so warrants. In any such case, TBG may require cash payment or additional security from Client before shipment, may accelerate the date of any payment, and may withhold any shipment or further shipments and cancel any unfilled orders.

 

 

TERMINATION OF AGREEMENT: Upon the termination of this Agreement, the Client shall immediately pay to TBG (i) the cost of work completed and in progress on behalf of the Client, (ii) the cost of any paper, raw materials, or other supplies and materials purchased and carried in inventory by TBG for use by or for the Client, and (iii) all other unpaid charges due to TBG. Notwithstanding the foregoing, the Client shall not be required to pay any such charges to the extent such charges could have reasonably been avoided during the notice period prior to termination or to the extent such charges were incurred by TBG in breach hereunder.

 

 

CLIENT APPROVALS & MATERIALS; DELIVERY DATES:  The Client may review proofs, samples, and other interim work, and TBG will schedule production based upon receipt of the Client's approvals. TBG shall have no liability for errors in work approved by the Client or for delays caused by the Client's approval process. If the Client requests that work proceed without its approval, TBG shall have no liability for errors. If any changes or revisions have been made to original artwork and copy, the Client should re­proof all artwork and copy; and TBG will reproduce from the final proof submitted to the Client. The Client shall pay charges for proofs and samples more than those customarily provided, including press proofs. All materials furnished by the Client must conform to TBG specifications, and any work necessary to make materials conform to specifications will be charged at current rates. Delivery dates may be extended upon delay in receipt of materials from the Client.

 

 

RISK OF LOSS AND INSURANCE: TBG shall maintain such insurance and bonds as are required by law and TBG deems appropriate. A statement of TBG insurance coverage is available on request. The Client bears the risk of loss and responsibility for insurance coverage for any Client-furnished supplies and materials while they are in TBG possession before and after the manufacturing process. Except as noted above, the Client bears the risk of loss for all finished work upon transfer of title. The Client acknowledges that it is responsible for all insurance on its materials in TBG possession.

 

 

RIGHT TO TERMINATE OR CEASE PERFORMANCE: This Agreement may be terminated (i) by either party, upon a violation of the terms hereof by the other party and a failure to cure such violation within ten (10) days (if there is a payment default by the Client) or within thirty (30) days (if there is any other default by either party), (ii) by the Client upon ninety (90) days prior notice to TBG, if the Client decides to discontinue permanently all of the publication(s) covered by this Agreement, or (iii) by the Client upon ninety (90) days prior notice to TBG, if the Client determines in good faith that any three issues of a publication in any contract year are not consistent with industry standards for general appearance and accuracy of reproduction, provided that the Client notifies TBG in writing of each such quality default by TBG within fifteen (15) days after delivery of the applicable issue and provided further that any termination under this subsection (ii) and (iii) shall apply to the affected publication(s) only and this Agreement shall remain in full force and effect with respect to all other publications covered by this Agreement.

 

 

INDEPENDENT CONTRACTOR: TBG shall perform its services hereunder as an independent contractor, and the Client shall have no liability for payment of wages, taxes, and other benefits to TBG employees or for payments due any subcontractor of TBG. TBG may delegate to one or more subcontractors all or any portion of its performance obligations hereunder. Any such delegation shall not diminish TBG obligations hereunder.

 

 

CONFIDENTIAL INFORMATION: Neither TBG nor the Client will use, disclose, transfer, duplicate or reproduce confidential or proprietary information about the other (including information not previously known to the other party or not generally known or readily ascertainable and from which the party possessing the information may obtain economic advantage) which information is received in their business dealings except as necessary for performance of this Agreement. Upon request, a party may require the other to return all copies of documents containing confidential information to the party to whom the information belongs.

 

 

CLIENT'S WARRANTY AND INDEMNITY: The Client warrants that no material furnished to TBG for reproduction infringes any copyright or other intellectual property rights of any person, is libelous or otherwise violates the rights of or causes damage to any person or entity or constitutes a violation of any law. The Client shall indemnify, defend, and hold TBG and their respective employees, officers, agents, successors and assigns harmless from all damages and expenses (including attorneys' fees incurred by any such person for counsel of its choice) which any such entity or person may suffer as the result of a breach of the Client's warranties or obligations hereunder or arising from TBG nonbreaching performance hereunder. This indemnity shall survive termination of this Agreement

 

 

TBG WARRANTY, LIMITATION OF LIABIUTY: TBG warrants the quality of its products to be consistent with industry standards for general appearance and accuracy of reproduction of Client-approved proofs and for variation due to production process. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED. Upon any breach of warranty or breach of contract, the Client's sole and exclusive remedy shall be to receive reimbursement of the price paid for defective product (or the portion thereof with respect to which damages are claimed) or, at TBG election, TBG may elect to replace any defectively printed materials. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TBG SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO THE CLIENT'S LOSS OF SALES, ADVERTISING REVENUES OR PROFITS AND TBG SHALL NOT BE LIABLE FOR ANY CLAIMS OF ANY THIRD PARTY

WITH RESPECT TO THE WORK. Claims for defective or damaged goods or for shortages shall be made by the Client in writing within 30 days after shipment and are otherwise waived. If TBG cures such default or proceeds diligently to complete the cure within 30 days after receipt of the Client's claim, TBG shall not be in violation of this Agreement.

 

 

SEVERABILITY:   If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

 

 

MISCELLANEOUS: This Agreement may be amended only by the issuance of an Addendum by TBG, or by a written document executed by both TBG and the Client. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns, including without limitation, any successor by merger to the Client. This Agreement may not be assigned without the prior written consent of the other party. No waiver by either party of any default shall be deemed to be a waiver of any other default. No delay or omission of either party to exercise any right hereunder shall constitute a waiver of, or impair the exercise of, any right accruing to it thereafter. To the extent any provision of this Agreement is prohibited by or invalidated under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof.

 

This Agreement shall be governed by the internal laws of the State of Colorado without reference to conflict of law principles. Any legal proceeding brought by or filed by the Client against TBG must be brought in the state or federal courts located in Colorado. The Client hereby irrevocably consents to the jurisdiction of such courts and agrees that any action TBG may bring against the Client may be brought in any such court.

 

No party shall be liable for any failure or delay in its performance caused by war, riots, civil disorders, accidents, fire, floods, acts of God, strikes or labor troubles, transportation delays, inability to procure materials, any action of any governmental authority, or from any other cause beyond such party's control.

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