Terms & Conditions
ACCEPTANCE: Seller (Ink Advertising Company) acknowledges Purchaser’s (You, Client, Customer) order and Purchaser accepts terms herein upon request of commencement of any performance pursuant including, but not limited to, design work, sample requests, production speculations, and/or full production. Any Purchase Orders (PO), orders placed in person or by phone or email, online orders, or requests for designs, samples, production, or manufacture of any of Ink Advertising Company’s products or services by Seller shall also constitute Purchaser’s acceptance of Seller’s terms and conditions.
a) No terms or conditions stated by Purchaser shall be binding on Seller unless such terms or conditions are expressly accepted in writing by a duly authorized representative of Ink Advertising Company
b) Failure of Seller to specifically object to any or all terms and conditions suggested by Purchaser shall not be deemed an acceptance of terms and conditions that are in conflict with, inconsistent with or in addition to the terms and conditions of this document or any other contract by and between Seller and Purchaser.
c) Purchaser, upon acknowledgment of Seller’s quotation, estimate, or upon Seller’s commencement of performance pursuant to Purchaser’s order, shall be deemed to have withdrawn any such terms and conditions that conflict with, are inconsistent with or are in addition to the terms and conditions set forth in this document.
THESE TERMS AND CONDITIONS SUPERSEDE ALL PRIOR ORAL OR WRITTEN QUOTATIONS, PROPOSALS AND COMMUNICATIONS BETWEEN THE PURCHASER AND SELLER RELATED TO THE PRODUCTS AND SERVICES OFFERED BY INK ADVERTISING COMPANY.
QUANTITIES: Unless Seller otherwise specifically agrees in writing, Seller reserves the right to over or under ship the quantities ordered by purchaser by 5%. If an order requires an exact quantity, please increase your quantity by 5% to compensate for the possibility of an under shipment. Under-shipments will be billed less under-shipped goods.
PRICES: Unless Seller’s Bid or Quotation states otherwise, prices are subject to change without notice at any time until Purchaser acknowledges acceptance of Seller’s terms and conditions or Seller commences performance on purchasers order(s). Prices are FOB Seller’s facility and, unless Seller otherwise specifically agrees in writing, do not include any costs for shipping, special handling or packaging, or any other customer requirements beyond Seller’s normal commercial practice. Unless Seller’s Quotation states otherwise, Seller’s prices do not include sums necessary to cover any taxes or duties including, but not limited to, Federal, State, Municipal excise, sales or use taxes, letter of credit costs and fees and export or import duties upon the production, sale, distribution, or delivery of products or the furnishing of services hereunder. Purchaser shall pay when due such taxes, fees, costs, duties and expenses. Seller reserves the right to revise its Quotation at any time, including after commencement of performance hereunder to include any and all taxes, fees, costs or duties that are payable to Purchaser hereunder and reserves the right to invoice Purchaser such additional amounts. This clause shall survive the acceptance and complete performance of Purchaser’s order.
DELIVERY: Unless otherwise specified herein, delivery of all orders shall be made Ex Works Seller’s facility and within normal lead times applicable to the products ordered. Lead times are subject to change based on current production demand. All orders paid in advance are guaranteed to be delivered within normal lead times on or before the date required by the purchase order. If the due date of the purchase order is sooner than 10 days (for orders with artwork provided that have no material shortages), or 15 days (for orders with no artwork that have no material shortages), a rush charge may apply.
MATERIAL SHORTAGES AND BACK-ORDERS: In the event Seller is unable to obtain in a timely manner material sufficient to fulfill purchaser's orders on hand, Seller shall have the right as a result of said material shortages to equitably allocate lesser quantities of the products to be delivered to Purchaser or substitute substantially similar products to fill purchaser's order. The purchase price shall be equitably adjusted, taking into consideration, among other things, the reduced quantity of items or difference in price for substitute items to be delivered and the increased production costs, if any, to Seller as a result of manufacturing lesser quantities than anticipated.
CHANGES: Purchaser may, at any time, in writing, request changes within the general scope of an order in the drawings, designs, specifications, shipping or packing instructions or place of delivery. If any such changes cause an increase in the cost of, or the time required for performance of Purchaser’s order affected by such changes, Seller shall make an adjustment in the price and/or delivery schedule accordingly. If changes have been made to items that have already been produced or services that have already been rendered, purchaser will be billed for such products and services according to their level of completion. Should items require to be replaced, customer will be billed accordingly.
TERMINATION AND RETURNS: For products produced to individual customer requirements, drawings, specifications, and/or designs, Seller reserves the right to fabricate the entire quantity ordered in one production run. In the event of cancellation in whole or in part of an order, any designs, digitizing, screens, press setups, and/or finished items on hand in quantities equivalent to the full production run for the entire quantity ordered, plus normal overrun, shall be considered as part of the applicable cancellation charges. Purchaser may cancel an order only by payment of Seller’s cancellation charges which shall take into account expense already incurred, overhead, lost profit and commitment made by the Seller. Products completed to Purchaser’s specifications or special requirements are not subject to return or termination. Incomplete or unfinished items at the time of cancellation may be returned to seller's vendors for a fee to cover return shipping and vendor applied re-stocking fees.
SAMPLE PRODUCTS: If Seller delivers products identified as “proofs”, “samples for approval”, “on consignment”, “for evaluation”, or terms of similar meanings, Purchaser agrees that such products are confidential and experimental in nature, that Purchaser will limit their availability only to those of its employees or agents as are necessary to carry out the evaluation contemplated by the parties and no others, and that all information concerning such product shall remain the proprietary property of Seller and shall not be disclosed to any third party. It is anticipated that changes may be made in the manufacture of such products, therefore, Purchaser shall communicate to Seller the price of such products.
In the event samples are required for sizing, speculation, approval, or any other means, client agrees to pay Ink Advertising Company for such samples either in advance or in accordance with payment terms. In addition, if samples have been requested that Purchaser does not desire to purchase, Purchaser shall be liable for the return costs associated including, but not limited to, shipping, re-stocking fees assessed to Seller, damage or wear and tear to samples, and other costs that may arise.
TOOLS: Unless Seller otherwise specifically agrees in writing, all tools, plates, and screens required to produce the products covered herein are to remain the property of Ink Advertising Company. Any fees and charges associated with setup, tooling, digitizing, design, and screens are for time involved in preparation and setup; not for the purchase of such items. This includes digitized logos, and vector files, and source files of any nature.
WARRANTY: Seller warrants that each new product sold will conform to Seller’s specifications or drawings, or will conform to specifications agreed upon in writing by both parties. Seller’s sole obligation and liability under this warranty is limited to the repair or replacement at its facility, at Seller’s option, of any such product which proves to be non-compliant with specifications within ninety (90) days after the date of delivery to the Purchaser, and is confirmed to be non-compliant by Seller’s inspection.
Purchaser shall inspect and accept any products delivered, immediately after Purchaser takes delivery of such products. In the event the products do not meet the specifications or drawings, Purchaser shall notify Seller in writing of such non-compliance and give Seller an opportunity to correct the noncompliance. Seller shall not be obligated or liable under this warranty for apparent defects or defects which examination discloses are due to tampering, misuse, neglect, improper storage or handling, normal wear and all cases where the products are disassembled by other than authorized Seller representatives. In addition, Seller shall not be obligated or liable under this warranty unless written notice of noncompliance shall be given to Seller within five (5) days from the date of delivery to Purchaser.
Seller’s warranty covers only printing, engraving, embroidery, and final decoration of items sold. Seller’s warranty does not cover the actual construction of garments, textiles, banners, signs, materials, or any goods used in the manufacture of finished products. Seller is not responsible under any circumstances for materials, garments, or other items provided by purchaser. Garments and materials supplied by the purchaser are not protected under any warranty by the seller express or implied. Further, Seller is not responsible for any damages caused while items are being loaded, installed by Purchaser, or while in transit via shipping company or Purchaser. Shipping insurance is available upon request.
TRADEMARKS: Seller shall indemnify Purchaser, Purchaser’s customer and any end user from any and all damages and costs finally awarded for infringement of any existing patent, trademark or copyright in any suit by reason of the sale of any products sold to Purchaser herein where Seller has infringed with respect to its sale herein provided that Seller is promptly notified in writing of any such suit and Purchaser offers Seller full and exclusive control of the defense of such suit when products of Seller only are involved therein and the right to participate in the defense of such suit when products other than those of Seller are also involved, and Purchaser fully cooperates with Seller in such defense. This indemnity shall not, however, extend to infringement or claims thereof resulting from Seller’s compliance with Purchaser’s submitted design or design requests, concepts, processes, formulas, or approved final designs. Use of the products or designs in a manner to cause them to become infringing or use of the same alone or in combination where the use is the subject of the claim. Seller’s liability for damages herein is limited to those computed solely on the value of any product sold to Purchaser hereunder. In no event shall Seller be liable for special, incidental or consequential damages or costs applicable thereto.
This indemnity is in lieu of any other indemnity or warranty, express or implied, with respect to patents, trademarks or copyrights and shall in no event exceed the price paid by Purchaser for such products.
Purchaser shall hold harmless and defend Ink Advertising Company, it’s employees, clients, agents, owners, and other associates should any infringement or claims thereof arise in connection with Seller approved or provided works, files, art, or other media.
DESIGN FILES: All seller supplied logos, designs, and graphic artwork is the property of Ink Advertising Company. Designs as well as source files for designs are available for purchase to use for other purposes upon request and will be licensed or released accordingly once payment has been made.
PAYMENT: All products and services will be invoiced at time of order placement and acceptance, shipment or cancellation.
a) Unless otherwise specified in writing, all terms of payment are due on order:
Ink Advertising Company accepts Cash, Company check, Personal (non two party or third party) checks, Visa, Master Card, Discover, Cashiers Check, Money Order, PayPal, and/or Bank Wire Transfer.
NET Terms may be extended by filling out a finance application, but are not provided by default under any circumstances. Your order will not be released for pick-up or shipping until payment or arrangements have been made. All Terms are subject to credit worthiness in the exclusive judgment of Ink Advertising Company management.
b) Finance charges of 1.5% per month or the maximum rate permitted by law, whichever is lesser, will be assessed on all unpaid or due invoices. In addition, all applicable inventory, penalty, and storage charges will be assessed if required. Non-payment of any sums due after 30 days constitutes acceptance of Seller’s finance charges, collection charges, and any storage and warehouse charges that may become due.
c) Failure by purchaser to make a payment of at least 75% of the initial balance due after 30 days will result in a late fee equal to 10% of the invoice balance or $32, whichever is greater. Purchaser's failure to pay the balance on any invoice constitutes acceptance of such fees. An additional 10% service fee will be assessed on any unpaid accounts for every 30 calendar days of non-payment thereafter. All accounts aged over 60 days are subject to be released to third party collection agencies or Ink Advertising Company’s legal council at Sellers sole discretion.
d) Pro rata payments are due from Purchaser as shipments or milestones are made by Seller. If shipments are delayed by Purchaser and such delay is acceptable to Seller, Purchaser shall be invoiced reasonable storage/warehousing charges for any such delay. Payments and associated charges shall become due from the date Seller is prepared to make shipment.
e) In the event Purchaser has overdue invoices, Seller reserves the right to cancel or hold any order without obligation or to delay delivery of goods until such time as delinquent invoices are paid in full with appropriate late payment charges or nonpayment fees. In the event Seller deems it appropriate to refer Purchaser’s overdue account to third parties for collection, Purchaser shall pay all Seller costs of collection, including without limitation court costs and reasonable attorney’s fees. Notwithstanding anything to the contrary, Seller further reserves the right to deliver shipments on a C.O.D. or cash-in-advance basis.
f) All sums owed hereunder shall be due and payable under the terms hereof. Purchaser shall not offset said sums against other sums, whether liquidated or not, that are or may be due Purchaser, which arise out of a different transaction.
g) Nothing herein shall waive any other rights and remedies of Seller permitted by law or equity and all rights and remedies set forth herein shall be considered cumulative to all other available rights and remedies.
FORCE MAJEURE: Seller shall not be liable for delays in or failure of performance due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of public enemy, acts of government in either its sovereign or contractual capacity, acts of Purchaser, fire, flood, earthquake or other natural disaster, strike or other labor disputes, acts of war, sabotage, insurrection rebellion, or other acts of civil disobedience, failure of subcontractor to supply material, failure or delay in shipping and or transportation, or equipment breakdown, nor shall Seller be liable for any reasonable delay in production or delivery. In the event of delay due to such causes, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.
SEVERABILITY: If any provision of these terms are in violation of any governmental statute or regulations, or is illegal for any reason, said provision shall be self deleting without affecting the validity of the remaining provision or provisions of these terms and conditions.