R2 Graphics Terms and Conditions
(up-dated December 2016)
These Terms and Conditions apply to all goods, printed pieces, merchandise, materials, equipment, supplies, and products or services (collectively the “services”) provided by R2 Graphics Inc. (“R2”). R2 rejects any different or additional terms or conditions contained in Customer’s purchase order or in Customer’s acceptance of this offer. R2’s acceptance of a purchase order is expressly made conditional on Customer’s assent to the following terms and conditions. R2 objects to and rejects any term in Customer’s purchase order that limits or restricts an acceptance by R2 to the terms of the purchase order.
1. Offer and Acceptance: This form constitutes an offer by R2 to sell the services described on the quote/invoice. Acceptance of this offer is expressly limited to the terms of this form. This form supersedes all of R2’s and Customer’s prior proposals, purchase orders, forms, or writings of any kind.
2. Materials: All paper, film, artwork, electronic media, data, and any other materials furnished by customer (“Customer-Furnished Materials) will meet R2’s specifications and will be delivered on a schedule acceptable to R2. R2 may charge buyer additional amounts for the use, handling, storage, transportation, or transmission of Customer-Furnished Materials and will not be liable for any loss or damage to the Customer- Furnished Materials. Unless otherwise agreed to in writing, R2 will retain Customer-Furnished materials for up to 30 days following the services, and then may dispose of them without notice or liability. R2 also reserves the right to display examples of customer’s work in R2’s marketing materials (including but not limited to print and web) unless otherwise requested by customer in writing.
3. Customer Final Approval: Prior to release for final output or release for printing, R2 will provide a digital or pdf proof to Customer for approval. Customer will notify R2 of it’s approval by signing the proof or e-mailing their approval of the provided pdf proof. If there are any corrections necessary, Customer will write them on the proof or e-mail instructions for changes. R2 will not be responsible for errors in copy (omissions or commissions), folding, format, or color break if Customer (i) does not order or refuses to accept final proof; (ii) fails to return final proof with indications of corrections or fails to provide e-mail approval with instructions of changes. Customer changes to original copy will be invoiced at current rates unless otherwise agreed upon. R2 will not be responsible for any loss, damage, or liability incurred by Customer arising from delay in delivery due to untimely return of final proof’s. A reasonable variation in color between final proof and the completed job will constitute an acceptable delivery.
4. Customer’s Delay: If Customer fails to use reserved press time, or fails to provide R2 with Customer-Furnished Materials in time to meet the due date, R2 shall not be responsible for meeting Customer’s deadlines and may attempt to reschedule the Services to a mutually-acceptable due date. R2 may, in it’s sole discretion, charge Customer for press stand-ready time and any unused paper or other materials or services ordered or purchased in preparation for the Services.
5. Inspection and Acceptance of Goods: Buyer shall inspect all Services within 10 days of receipt. Services will be deemed accepted by Customer upon receipt unless R2 receives written notice from Customer of a claim of shortage, defect, or non-conformance within 10 days after receipt of such services.
6. Warranties or Remedies: R2 warrants to Customer that it will perform the services in a workmanlike manner. R2’s only obligation under this limited warranty is to replace services that are confirmed by R2 to have been defective at the time of sale. This limited warranty shall not apply to goods which have been altered, misused, modified, damaged, or improperly stored by Customer or it’s agent or subjected to a use for which the goods were not designed. This limited warranty is in lieu of all other express or implied warranties of any kind, all of which are disclaimed. R2 makes no implied warranty of merchantability or of fitness for a particular purpose with respect to the Services. R2’s maximum liability for all damages arising under this agreement is limited to the purchase price paid by Customer to R2 for the Services. R2’s liability under this limited warranty shall be completely discharged by replacement of any defective goods.
7. Payment Terms: Payment is due in advance or upon delivery (as specified by R2) unless credit has been established. If R2 extends credit to Customer, each payment is due within 30 days of the invoice date. Customer will pay late fees equal to 1 ½% per month (or the amount allowed by law, if less) on all past due amounts, and reimburse R2 for all collection costs incurred (including without limitation attorneys’ fees, collection costs, and court costs). R2 may alter the payment terms stated in this form or require full or partial payment in advance of shipment, at any time when, in R2’s opinion, Customer’s financial condition or previous payment history makes such alteration or requirement advisable. If Customer is delinquent in any payment it owes to R2 under this or any other agreement, R2 shall not be obligated to continue it’s performance under any agreement with Customer and R2 may, at it’s option, terminate this agreement or withhold deliveries. Payments due to R2 under this agreement are NOT subject to deduction by Customer for any setoff or counterclaim arising out of this agreement or any other transaction between Customer and R2.
8. Taxes: Customer agrees to pay all federal, state, and local taxes which may be imposed on the Services, or their sale, including without limit to sales and use taxes. Customer agrees to indemnify R2 against any liability for such taxes on the Services or their sale and any liability (including without limit penalties, interest, and legal fees) arising from R2’s failure to collect or withhold taxes on price of the Services.
9. Postage Payments: Customer will pre-pay the estimated postage related expenses for all direct marketing services by furnishing R2 a check for the estimated amount. R2 will compare post office counts and charges against the count furnished by R2. R2 will resolve any discrepancies as Customer’s agent, will advise Customer of such resolution, and if either party owes the other party amounts based on such resolution, that party will promptly pay such amount to the other party.
10. Shipment: All shipments will be F.O.B. R2’s plant. R2 will choose the carrier unless otherwise requested by Customer. Title and risk of loss passes to Customer on delivery to carrier. If R2 delivers a quantity of printed materials that varies 5% either way from the total quantities ordered, or direct marketing materials 10 days earlier or later than the mutually agreed delivery date, R2 will be deemed in compliance of this agreement. If R2 fails to deliver direct marketing materials 15 days after the mutually agreed delivery date, Customer’s sole and exclusive remedy is to cancel only the undelivered portion of direct marketing materials. Shipping dates are approximate and are not guaranteed. In no case shall R2 be liable for any special, indirect, incidental, consequential or punitive damages (or for any loss of profit, revenue, opportunity, or economic advantage) arising from any delay in delivery due to causes beyond it’s reasonable control, including, but not limited to, acts of God, acts of Customer, strikes, labor disputes, inability to obtain fuel, materials, or parts, war, acts of terrorism, floods, fires, or accidents. In the event of any delay caused by such acts, the date or dates for performance shall be extended by a period equal to the time lost by such delays.
11. Indemnification: Customer will defend, indemnify, and hold R2 harmless against all claims, losses, costs, expenses, and damages related to: (a) Customer’s use of the Services; (b)Customer’s provision of materials that actually or allegedly violate third-party proprietary rights, contain illegal or improper material, or invade privacy or other personal rights.
12. Entire Agreement: The terms and conditions of this form constitute the entire agreement and understanding between R2 and Customer concerning the Services. No change, addition, waiver, or termination of any terms or conditions of this form shall be binding upon R2 unless in writing and signed by an officer of R2. If any provision is declared invalid, illegal, or unenforceable, the validity of the remaining provisions will not be affected. This agreement will be governed by and construed in accordance with the laws of the State of Connecticut, without regard to it’s conflicts of laws principles.
R2 Graphics, Inc.
1486 Highland Ave.
Cheshire, CT 06410-1200
info [at] r2graphics.com