ASAP PRINTING TERMS AND CONDITIONS AGREEMENT

  1. Quotation: A quotation not accepted within 30 days may be changed. All quotes expire after 90 days.
  2. Payment: All prices are in United States dollars and payable as such. ASAP Printing accepts payment from credit cards issued by: American Express, Discover, VISA, and MasterCard. Unless otherwise agreed to by ASAP Printing, all orders for product and services must be paid for at the time the order is submitted. You represent and warrant the credit card used to submit an order is valid and that you are authorized to use the credit card. You agree that you will keep your credit card information current and accurate. In the event that Printer and Client have agreed upon an alternative method of payment and the payment is not received within 5 business days of the date on which payment was due Client does hereby irrevocably agree that Printer may charge one or more of the credit card(s) on file for the full amount of the outstanding account balance.
  3. Orders: Acceptance of orders is subject to (1) payment being received at the time the order is placed, (2) credit approval (if applicable), and (3) other contingencies such as fire, water, strikes, theft, vandalism, acts of God, and other causes beyond
  4. Charges and Rates: Charges for all facilities, equipment, materials, and services provided by ASAP Printing ("Printer") shall be in accordance with Printer price list unless otherwise agreed in writing. Printer prices are subject to change without notice. Printer reserves the right to include in its price list and invoices a markup of any costs of rentals, materials, and services obtained on behalf of the Client.
  5. Invoices: Payment is due prepay for all accounts by credit card. If Client has provided a credit card on file for billing purposes, Client authorizes Printer to charge the credit card at the time of the order is placed without further authorization. If account is not current at the time a subsequent order is placed, Client authorizes Printer to charge all past due amounts, credit card processing fees, late penalties, and finance charges to the credit card on file. If payment on the credit card is declined, all subsequent orders will be placed on hold until the account is paid in full. In the event that Printer and Client have agreed upon an alternative method of payment and the payment is not received within 5 business days of the date on which payment was due Client does hereby irrevocably agree that Printer may charge one or more of the credit card(s) on file for the full amount of the outstanding account balance.
  6. Late Payments: Client agrees to pay a late payment charge of 2% per month of all past due sums. Client further agrees to pay a $35.00 return check fee on any and all checks returned for non-sufficient funds. All accounts/invoices over sixty (60) days will be assessed an additional late fee of $50.00 per month plus interest. Client agrees to pay all costs of collection, including reasonable attorney's fees, in the event it becomes necessary to effect collection on any sums due to Printer from Client, whether or not a lawsuit is filed.
  7. Adjustment Claims: All materials and services judged defective by Client must be returned to Printer, at Client's sole expense within ten (10) days of the date of the invoice. If no claim is made within that period, the quantities delivered and amounts due shown on the invoice shall be final and conclusive.
  8. Ownership: The term "Materials" as used herein shall include, without limitation, all scripts, disks, artwork, and templates provided to Printer by Client. Client warrants that it is the sole owner and/or has the right to possession and use of the Materials, including and without limitation, the copyright therein, the literary, paperback, book, and dramatic rights. As long as Client is indebted to Printer or any Materials of Client are in the custody or possession of Printer, Client agrees not to pledge, hypothecate, assign, or otherwise encumber said Materials or rights without the prior written consent to Printer. NO printing, processing, or other work, which is to be billed to a third party, will be accepted by Printer without prior written instructions from Client and prior written authorization from said third party. Client shall indemnify and hold Printer harmless from all liability arising out of or in connection with the publication, processing, use, distribution, contents, or exhibition of products based on the Materials delivered by Printer, including without limitation, any liability for libel, slander, defamation, invasion of privacy, or infringement of patent, copyright, trademark, or other proprietary right. Client further agrees to bear all attorney's fees and costs incurred in the defense of Printer by counsel selected by Printer from any action or proceedings arising from such liability.
  9. Lien and Security Interest: Printer shall have a lien on and Client grants Printer a security interest in all Materials either provided by, or products ordered by Client until the balance of any Client account due Printer is paid in full.
  10. Taxes: Client shall pay any taxes levied on or associated with the services provided in accordance with this Agreement, including without limitation any local, state, federal, or other government charges for sales, manufacturing, and excise and like taxes.
  11. Printer Liability: Because Printer's prices are not proportionate to the value of the Materials delivered to it, Client's originals are received, processed, and stored by Printer solely at Client's risk, and Printer shall not be liable or responsible for loss, damage, or destruction of such Materials. CLIENT SHALL RETAIN DUPLICATE COPIES OF ALL ORIGINALS AND MATERIALS AND SHALL INSURE ALL MATERIALS DELIVERED TO OR DEPOSITED WITH PRINTER AGAINST ALL RISK OF LOSS, DAMAGE, OR DESTRUCTION. In the event that any mechanical breakdown or any other failures should result in unsatisfactory completion of the work, at the sole determination of Printer, Client and Printer agree that exclusive obligation and liability to Client shall be the provision of the same work without additional charge. Printer expressly disclaims any implied warranty of merchantability or fitness for particular purpose with respect to any services rendered in connection with the Agreement. In recognition of the relative risks, rewards, compensation and benefits arising from the relationship and affiliation between Printer and Client, Client agrees Printer shall in no event be liable to Client either jointly, severally or individually, in any aggregate amount exceeding $1,000.00 or the amounts actually paid by Client to Printer, whichever is less, by reason of any act or omission, including without limitation negligence, misrepresentation, errors and omissions, or breach of any undertaking or duty whatsoever including intentional and willful acts. This liability limitation shall apply to all claims, losses, costs, damages or claimed expenses, including without limitation attorney fees, of any nature whatsoever from any cause or causes so that the total aggregate iability of all of the persons and entities comprising the Printer shall not exceed the amount set forth in this paragraph. Client agrees that entering this Agreement is sufficient consideration for entering into this limitation of liability and that the Company and every person and entity comprising and associated with the Company is an intended third-party beneficiary of this provision.” In no event shall Printer be liable for any consequential damages.
  12. ASAP Printing guarantees that printing will meet CMYK Printing Industry standards. We cannot guarantee "match-print" color fidelity and cannot prevent slight color shift throughout an order. Because we cannot control the color reproduction to match a customer’s computer monitor,we cannot guarantee that the actual print color will precisely match any preview as it appears in your monitor. ASAP Printing is not responsible for any color shift if the supplied image was supplied in RGB.
  13. Client Indemnification: Client expressly represents and warrants that the Materials delivered to Printer do not in any way defame or violate or infringe any copyright, civil right, or privacy, or any other right of any person, firm or corporation. Client further expressly warrants that the Materials delivered to Printer are not obscene or otherwise violates state or federal statutes. Printer shall not, and shall be under no obligation to inspect any materials delivered to it by Client nor make any inquiries regarding the legality of same and Printer shall be entitled to rely on all representations and warranties made by Client herein. Client agrees to indemnify Printer, its directors, officers, employees, and agents against and hold each of them harmless from any and all claims, damages, costs, and expenses of any nature, including attorney's fees and costs, incurred by Printer by reason of any breach of alleged breach of any representation, warranty, or agreement herein made by Client. Client shall indemnify and hold harmless Printer from all claims, liabilities, costs (including attorney's fees), and damages arising out of Printer disposition, publication, use, distribution, or exhibition of Client's Materials.
  14. Cancellation of Charges: Orders taken subject to Printer approval are not subject to cancellation except by Printer's written agreement. All work completed, or special Materials purchased for cancelled orders will be charged to the Client, and orders printed but not shipped will be charged at full price. Printer shall retain any element produced by it under a cancelled order.
  15. Shipping and Delivery: All sales are F.O.B. Printer's plant locations (Raleigh, North Carolina; Salt Lake City, Utah; Dallas, Texas), unless noted otherwise. Delivery to the carrier by our plant constitutes delivery and transfer of titles and possession to the Client. Printer products are inspected prior to leaving the plant and leave the plant in good condition in approved containers. Any claims for damaged shipments must originate with the consignee and must be filed against the carrier making the delivery. Delivery dates and/or shipping dates are approximate. Printer shall not be liable to Client or any other person for any losses, damage (incidental or consequential) liability, or delay in delivery or shipping, nor shall any such delay constitute grounds for cancellation. Client shall insure itself against such losses, damages, and delays.
  16. Return of Customer's Materials: Printer, at its option, when all outstanding bills have been timely paid by Client, shall return Client's Materials including any completed projects to Client at Client's expense. A normal storage charge per month will be made on all Client's Materials and completed projects that remain in the possession of Printer for over one month. All Client's property and artwork on Printer premises is held at Clients risk for a maximum of three years.
  17. Assignment: This Agreement shall not be assigned or transferred by Client without the prior written approval of Printer. Printer reserves the right to subcontract all or any part of the work ordered by Client.
  18. Governing Law: These terms and conditions shall be construed and governed by the laws of the State of Utah applicable to contracts entered into in Utah between Utah residents and to be performed wholly in Utah. The exclusive venue for any action to enforce the terms of this Agreement, or for any action related to the services provided by Printer hereunder, shall be the Third District Court of Salt Lake County, Utah.
  19. Notices: Any notices or communications to Client by Printer shall be deemed to have been duly given when deposited in the United States mail with postage prepaid to Client at the address shown as the Client's address in the Printer's records. Client may change the address at which it desires to receive such notices by giving written notice of such changes to Printer.
  20. Partial Invalidity: In the event that any portion of the these terms and conditions shall be held to be invalid or unenforceable, the remaining terms and conditions shall nevertheless remain in full force and effect as though the invalid and unenforceable portion were not included.
  21. No Waiver: The failure of Printer to insist upon Client's performance of any of Client's obligations hereunder shall not be construed as a waiver of the breach of any other obligation of Client or of any subsequent breach of such obligation. The failure of Printer to exercise any right or remedy which Printer may have hereunder or under the law shall not be construed as a waiver of any other right or remedy which Printer may have hereunder or under the law.
  22. Client's Default: Upon Client's failure to pay Printer any amount when due, Printer shall have all rights and remedies available to it at law or equity arising from its performance of services for Client and its possession of, lien on, and security interest in Client's Materials and any other Materials either provided by or ordered by Client.
  23. Remedies: Any right and remedy belonging to Printer, hereunder or under the law shall be deemed cumulated and not exclusive of one another and the exercise by Printer and any such right or remedy shall not preclude Printer from exercising or enforcing any other right or remedy it may have.
  24. Modification of Terms and Conditions: These terms and conditions can only be modified by an instrument in writing signed by an authorized representative of Printer and Client.

I, an officer of this company, certify that I agree to all the terms and conditions outlined above, and the above information is correct. As part of the application for credit, Client and any undersigned personal guarantor grant permission to Printer to contact consumer credit reporting agencies, commercial credit reporting agencies, and bank and trade references now, and at any time in the future at the sole discretion of Printer.