Huston Patterson

Huston Patterson / Sigma Graphics - Terms and Conditions
Please read the following terms and conditions. After reading, click "Accept" if you agree to the terms and conditions and wish to continue. Click "Decline" if you do not agree to the terms.
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This document, submitted by our representative, is an offer to provide the product(s) and/or service(s), based upon the exact specifications and terms set forth herein and on the preceding page hereof. This offer shall remain in effect for thirty (30) days. Upon acceptance by you, this document shall become your contract with us subject only to: (i) our approval of your credit and (ii) your agreement with our production schedule. This contract cannot be canceled by you except upon terms that will compensate us against any loss resulting from such cancellation.

A.	Prices, Unless Specifically Stated Otherwise, Are Based Upon:
	1.	Material cost in effect at the original date of this quotation;
	2.	Standard ink(s) and or varnish(es) and coating(s) (if required);
	3.	Any stated schedule(s);
	4.	All artwork, copy and/or materials furnished by you meeting our specifications;
	5.	There being no storage or warehousing of your material or products. We reserve the right to charge storage cost for all materials not shipped to you or a location specified by you, upon completion of our work. Unless otherwise agreed to by us in writing, if such storage continues for ninety (90) days and/or you do not pay storage costs and/or designate a place for shipment of the materials, we may dispose of the materials without further liability to you.
	6.	Final count being + or - 10%* of the quantity stated in the quotation.
	We reserve the right to bill for additional work and increases in cost for work not meeting these conditions, and to escalate prices proportionately for increases in material costs due to your delay or change in specifications. Billing will be based on these conditions and on the actual count delivered within an allowances for over-run or under-run of + or - 10%* of the quantity ordered. Delivery within the over-run or under-run allowances constitutes acceptable performance by us.
	*Over-run/under-run % may vary according to run length.
B.	Client-Furnished Material:
	1.	All materials, including artwork, paper, printed stock, film separations and other Client-furnished materials shall be manufactured, packed and delivered in accordance with our specifications and shall be warranted by you to be free from any and all liens and encumbrances.
	2.	All negatives, positives, and other materials made or supplied by us to complete this order shall remain our property.
	3.	We shall have the right to retain possession of and shall have a security interest in all of your property in our possession, including work in progress and finished work, as security for payment of any sum(s) due or to become due under terms of this agreement. At our request, you will execute and deliver, at your expense, appropriate UCC financing statements to evidence such security interest.
C.	Specification Changes:
	You will be billed our standard additional charges for work resulting from any change in specifications you authorize which necessitate reordering or canceling material(s), remaking negatives, positives, plates, tooling or any other item(s) or redoing any work we performed pursuant to your order, prior to such change.
D.	Liability:
	1.	You hereby warrant the legal propriety of all material submitted to us for our work. You shall indemnify, defend and hold us harmless from any and all cost, expense and damages on account of any and all manner of claims, demands, actions and proceedings that may be instituted against us on grounds alleging that the said work violates any copyright or any proprietary right of any persons, or that it contains any matter that is libelous or scandalous, or invades any person's right to privacy or other personal rights. You shall, at your sole expense, promptly defend and continue the defense of any such claim, demand, action or proceeding that may be brought against us.
	2.	Copy, paper, material used for photographing, inserting, ect. and all other material shipped to us for you will be held at your risk of loss. We shall assume no responsibility for loss by fire, water or theft or from any other cause, whether or not similar to those herein specifically enumerated.
	3.	We shall not be liable for any failure, delay, damage or loss occasioned by fires, strikes, labor troubles, government action or other cause beyond our reasonable control.
	4.	Should we arrange, on your behalf for shipping or warehousing service for the work, we shall not be held liable for damage or non-performance by carriers or for damage occurring in public warehouses. All such services are performed at your risk and expense.
	5.	Damages arising out of any claimed breach of contract by us shall be limited to the difference between the fair market value of the work furnished and the amount paid therefor. Any claims for such damages shall be made in writing within five (5) days after first delivery or shall be deemed waived. Pending settlement of any such claims, you will pay invoices due per the contract terms, withholding no more than a reasonable estimate of the amount claimed.
	6.	Any and all applicable customs, excise, sales, use and similar taxes will be paid by you and you shall reimburse us for any tax we pay in your behalf.
E.	Proprietary Information:
	Any information you learn about our operations shall be treated by you as proprietary information of ours. You shall keep such information confidential and you shall secure and protect it as you would secure and protect any proprietary or confidential information of yours. You acknowledge that money damages will not adequately compensate us for any disclosure of such information by you. Therefore, you agree we shall be entitled to enforce your specific performance with the provisions of this paragraph by injunctive and/or any equitable relief.
F.	Limited Warranty:
	We warrant that our work shall conform, measured by commercially reasonable standards, to the specifications set forth herein and on the preceding page hereof. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE WORK IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL WE BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SALE OR USE OF THE PRODUCT, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR SAVINGS.
G.	Payment Terms:
	The terms of payment shall be net 10 days.
H.	Applicable Law:
	The laws of Illinois shall govern this agreement and any dispute arising pursuant thereto. You hereby waive any objection to the jurisdiction and proper venue of the Illinois courts.
I.	Assignment:
	You shall not assign this agreement to any party without obtaining our written consent prior to such assignment.
J.	Finance Charge:
	A finance charge of 1-1/2% per month will be assessed on all overdue accounts.
K.	Stock Pricing:
	All stock pricing is subject to availability and are based on current prices that are subject to change.
L.	Recycled Stock:
	Due to the instability of recycled stock, we can not guarantee the printability of any recycled stock.
This quotation, including the terms and conditions above and on the preceding page hereof, constitutes the entire agreement between you and us with respect to the work herein described. We shall not be bound by any conditions or warranties, express or implied, not specifically stated herein. This agreement and the terms and conditions hereof, shall supersede all prior discussions, agreements and any inconsistent provisions of any purchase order or other document submitted to us by you and cannot be modified except by a writing signed by both parties.