Standard Fastlane Fundraising/Electro Image Contract Terms
By placing an order with Electro-Image, L.L.C., a Missouri limited liability company (“Electro”) the customer (“Customer”) agrees to be bound by the terms and conditions set forth in this document (this document is referred to as the “Contract Terms”), which Contract Terms shall become part of the contract between Customer and Electro. ELECTRO RESERVES THE RIGHT TO MODIFY THESE CONTRACT TERMS FROM TIME TO TIME WITHOUT NOTICE.
- Formation of Contract
Customers may submit purchase orders (“Order”) to Electro in any format allowed by Electro, however, submission of an Order to Electro does not result in a binding contract (“Contract”) until Electro has provided confirmation (the “Confirmation”) in Recorded Format (defined below) to Customer confirming that Electro has accepted the Order, subject to such additional terms and conditions as may be stated in Electro’s confirmation. The term “Recorded Format“ shall mean a format that preserves a permanent record of the information contained, and includes, for example, a facsimile, an email, and written documents.
- Contents of Contract
The contract (“Contract”) between Electro and Customer shall consist of (a) these Contract Terms, and (b) any additional terms in Recorded Format set forth in the Order and/or the Confirmation that have been approved by Electro describing the goods and services being sold (the goods and services being sold are collectively referred to as the “Product” or “Products”), pricing, quantity, shipping details and other details specific to the Order. General terms and conditions on a Customer’s purchase order form are rejected by Electro and are not part of the Contract between Electro and Customer. If Electro makes changes to these Contract Terms from time to time, the version of these Contract Terms in effect at the time Customer’s Order was accepted by Electro shall be the Contract Terms applicable to said Order. The term “Contract Price” refers to the total amount due under the Contract. The Contract Price shall be increased by: (a) shipping charges pursuant to Section 5(b), any sales taxes or other taxes applicable to the Order, and (c) any charges pursuant to Sections 8(d) and 8(f), except to the extent that the Contract expressly deals with the amount to be charged for these items.
- Rights Reserved by Electro
- Unless a price quotation is revoked sooner by Electro by a written revocation notice, or unless Electro specifies a different expiration date in writing for its pricing, any pricing quoted to Customer is good for only thirty (30) days after such pricing is first quoted to Customer.
- Electro reserves the right at any time prior to Electro’s Confirmation of acceptance of a Customer’s Order to modify these Contract Terms and any other terms that may have been provided by Electro to Customer or which may appear on Electro’s website, or which may appear in any brochures or advertisements or other materials provided by Electro.
- Electro reserves the right to correct any mistakes that Electro has made in any quotations, Confirmations or other materials it has issued.
- Electro reserves the right not to accept any assignments.
- In the event that during the course of working on an Order, Electro discovers that the work may be illegal or expose Electro to liability or other harm, or if the Customer has materially misrepresented details about the work, Customer’s financial condition, or any other matter, Electro may terminate the Contract pursuant to Section 16 below.
- Electro reserves the right to use one or more subcontractors to perform its obligations under the Contract.
- Performing work for Customer shall not in any way restrict Electro’s right to take on any type of work from any other customers, whether or not the other customers are competitors of Customer, and whether or not Products being produced compete with each other, or for any other reason.
- Electro reserves the right to require proof satisfactory to Electro from Customer that any materials it is being asked to print or otherwise process are not copyrighted or that the owner of the copyright has given written permission sufficient in scope to allow the work to be performed by Electro, and Electro may terminate the Contract pursuant to Section 16 below if Customer fails to provide the requested proof.
- Payment Terms; Lien
- Unless other payment terms are specified in the Contract, the contract price shall be due prior of shipment of product.
- If payment is not received within 30 days after the date of invoice, Customer agrees to pay Electro a onetime late charge equal to ten percent (10%) of the amount due. In addition, Customer agrees to pay Electro interest on all amounts not paid when due at a rate equal to the lesser of: (i) eighteen percent (18%) per annum, or (ii) the highest legal rate Electro is permitted to charge.
- In the event that Electro files suit against Customer to collect any amount owing by Customer under the Contract, Customer agrees to pay to Electro all costs and expenses incurred by Electro in connection with such litigation, including reasonable attorney’s fees.
- Customer grants Electro a lien on all Customer materials supplied to Electro as well as on all materials produced by Electro for Customer to secure payment and performance of all obligations of Customer to Electro under the Contract (the “Collateral”). Electro may retain possession of the Collateral until it is paid in full under the Contract.
- In the event that Customer fails to pay any installment when due on this Order or on any other Order with Electro, Electro at its option may, in addition, to any other remedies it has (i) give notice pursuant to Section 16 terminating any or all unfilled Contracts with Customer, or (ii) suspend work on any or all of Customer’s Orders until Customer has paid all past due amounts, and/or (iii) require prepayment in full for all Work still to be completed for Customer.
- The provisions of Sections 4(b), 4(c) and 4(d) shall survive termination of this Contract.
- Should any advance deposits be required, those deposits may be used by Electro as needed and no interest will be paid on those deposits. Deposits will be applied against amounts owing to Electro and any balance refunded to Customer.
- Shipping; Risk of Loss
- Unless otherwise specified in the Contract, Product will be shipped FOB from the location at which it is produced in accordance with the written shipping instructions provided by Customer. Title to the Product and Risk of loss with respect to the Product passes to Customer at the point the Product is delivered to the carrier. Customer is solely responsible for obtaining any insurance it desires to carry on the Product during shipment, unless the Contract provides for Electro to arrange for insurance on the shipment.
- If the Contract does not address the amount of shipping charges to be paid by Customer, then the Contract price shall be increased by the standard shipping charges charged by Electro for the method of shipping requested by Customer.
- Limited Warranty
The Product sold will conform to the description of the Product set forth in the Contract, subject, however, to all qualifications and limitations set forth in the Contract. EXCEPT FOR THE WARRANTY SET FORTH IN THE PRECEDING SENTENCE, ELECTRO MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES CONCERNING THE PRODUCT.
- Limitation on Electro Liability
- Electro’s maximum total liability for all breaches by Electro of the Contract shall be limited to the lesser of: (i) the price to be paid by Customer to Electro for the defective Product, or (ii) the cost of replacing the defective Product.
- As a condition precedent to Customer’s right to recover any damages under Section 7(a), Customer shall first give Electro a reasonable opportunity to replace the defective Product with Product conforming to the Contract requirements.
- In no event shall Electro be liable to Customer for any consequential damages, special damages, indirect damages or punitive damages.
- Electro shall not be liable for any loss or damage to the Product occurring after it is delivered to the carrier that is to ship it. Electro shall not be liable for any loss or damage resulting from errors in materials or in instructions provided by Customer. Electro shall not be liable for any loss or damage resulting from acts or omissions of the carrier that is shipping the Product, or for any other problem arising after delivery of the Product to the carrier, including delays by the carrier in making delivery.
- Printing Industry Conventions
The following conventions commonly followed in the printing industry are part of the Contract.
- The Customer will be charged for and pay for the number of items ordered, however, the actual number of items delivered may fall anywhere within the range from 10% under the quantity ordered to 10% over the quantity ordered, and Electro shall be deemed to have satisfied its Contract obligation if the quantity delivered falls within that range.