Terms and Conditions of Sale — K.M.S. 2000, Inc. d/b/a PPI Graphics or Innovative Trends (the “Company”)

  1. Customer agrees to purchase from Company and Company agrees to provide the products and services to Customer as set forth on the sales quotation or online sales order, whichever is applicable. All orders are subject to acceptance by Company at its place of business. The prices applicable to the sales quotation or online sales order shall be Company’s quoted price, or if no price is quoted, then Company’s price in effect at the time of the acceptance of the order. Prices are subject to change without notice, and Company may adjust its prices to the extent necessary to reflect any additional costs whatsoever. Shipments and deliveries are all subject to approval of Company’s credit department. Customer will incur the cost of Company pallets or returnable containers used in connection with the shipping of products, if applicable, unless such pallets or containers are returned to Company.
  2. Company’s sales quotation is expressly limited upon the Customer’s acceptance of the terms and conditions contained herein.
  3. Payment is due at the time of placement of the online sales order and will be payable by credit card authorization. Customer hereby authorizes Company to bill the Customer’s credit card account as set forth on the online sales order. If credit is extended by the Company, payment due is net 30 days and shall be based on the date of invoice. Late payments will incur a 1.5% per month late charge or the highest extent permitted by law, whichever is greater.
  4. Freight terms are F.O.B. shipping point. Risk of loss or damage to products in transit shall be the responsibility of the Customer and Customer shall immediately notify the carrier in writing of such loss or damage. Title to products shall pass to Customer upon delivery at the shipping point or Company’s place of business, as applicable. If Customer desires to collect the products at Company’s place of business, it must do so at reasonable business hours and upon notice to Company. If Customer fails to take delivery of the products, Company will either (i) store the products and charge Customer for costs related thereto, or (ii) sell or discard the products and charge Customer for the negative difference in price related thereto.
  5. Customer is responsible for the accuracy of all information submitted to Company in connection with the provision of goods and services hereunder. Company shall not be required to accept any returns or agree to any cancellation of Customer’s orders.
  6. In the event of any delay or failure in Company’s performance due to any act of God, fire, explosion, strike or any difference with workmen, shortage of utilities, facility, materials or labor, delay in transportation, substantial increase in costs to Company, breakdown or accident, compliance with or other action taken to carry out the intent or purpose of any law or regulation, or any cause beyond Company’s reasonable control, Company shall have such additional time with which to perform as may be reasonably necessary under the circumstances. Such event or events shall not result in any liability of Company to Customer.
  7. Customer represents and warrants to Company that Customer owns the intellectual property rights in the materials it provides to Company for the production of products, and such materials do not infringe the rights of any other person or entity. Any and all intellectual property rights, including without limitation, copyrights to the final product delivered to Customer will be owned by Company.
  8. Company may refuse to produce any products consisting of printed materials in its sole discretion. Customer agrees that it is responsible for the approval of any and all proofs or samples of printed materials and will be liable for any additional costs to Company if Customer requests revisions to such proofs or samples.
  9. NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, IS MADE HEREIN AND CUSTOMER ACKNOWLEDGES THAT NO WARRANTIES OR REPRESENTATIONS HAVE BEEN MADE BY COMPANY OR ITS REPRESENTATIVES EXCEPT WITH RESPECT TO GOOD TITLE OF THE PRODUCTS. ALL IMPLIED WARRANTIES, INCLUDING FOR SUITABILITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED. IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USES OF THE PRODUCTS. IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER FOR LOST PROFITS OR LOSS OF BUSINESS.
  10. This agreement and any dispute between the parties hereunder will be interpreted under the laws of the State of Ohio without giving effect to conflict of laws. Sole and exclusive jurisdiction and venue of any dispute between the parties will be in the Stark County Court of Common Pleas.
  11. No terms or conditions other than those stated herein, whether contained in Customer’s purchase order, shipping release, or other document, and no written or oral agreement that purports to vary these terms and conditions shall be binding upon Company. All representations, negotiations, and proposals made prior to the date of this agreement are merged and integrated herewith. Any waiver by Company of any breach of these terms and conditions shall not be construed as a waiver of any other breach. Any amendment to this agreement must be in writing and signed by Customer and Company.
  12. Customer will be in default by failing to comply with any terms of this agreement or failing to meet obligations when due. Customer will be liable for collection costs including any reasonable attorney’s fees plus the costs and expenses of any legal action.