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The above information is provided for the purpose of
purchasing graphic finishing services from Rasch Graphic Services Corporation,
herein referred to as Seller, and is warranted to be true by the undersigned
applicant, herein referred to as Buyer. This application is subject
to acceptance by the Seller. In the event that this Agreement is accepted
by the Seller, the following provisions constitute a contractual agreement
between Buyer and Seller.
If Seller agrees to grant credit to the Buyer, then,
in consideration of such credit, Buyer agrees to pay all debts hereinafter
incurred by Buyer, together with interest herein described.
Buyer further agrees to the Terms and Conditions printed
in this agreement. By its signature hereto, Buyer represents that they
have read, understand, and accept these Terms and Conditions as printed.
Buyer represents that it is presently
solvent and agrees to notify Seller immediately (not less than one day)
of the occurrence of any event which renders it insolvent.
STANDARD TERMS AND CONDITIONS
If payment is made on a 30-day Open Account:
Payment for all purchases are due on the 10th day of the month following
delivery of that order. All purchases and credits occurring after the
last day of a month will appear on the periodic statement for the next
month, although no statement will be sent unless requested by Buyer.
If balance is paid by the end of the month in which the charges come
due, then no finance charge will be added. A finance charge may be added
on any balance of any account that is thirty (30) days past due, at
the periodic rate of .833% per month which is an annual percentage rate
of ten percent (10%). Payments shall be made to Seller in U.S. currency
at its offices in Houston, Harris Country, Texas.
If payment is made by any method other than Open
Account, such as Cash on Delivery or Mastercard/Visa, then the following
Terms shall govern: Company checks are generally
accepted as payment by Seller. If, in the judgement of Seller, Buyer
has insufficient assets, then Seller, at its sole option, may require
Buyer to pay for services with certified funds, or cash prior to delivery.
In all cases, Seller will make all reasonable efforts to notify Buyer
in advance of the form of payment required. If Buyer requests payment
by credit card, then Seller will enter the sale after a reasonable amount
of time following receipt of order. Buyer expressly authorizes Seller
to make such charges without the signature of Buyer.
Should the credit of Buyer, in the sole judgement of
Seller, become impaired at any time, Seller has the right to require
payment in advance before making further shipments, and to demand immediate
performance of Buyer of all obligations imposed by this Agreement.
Buyer bears the risk of loss, damage or destruction
of the goods from the time of delivery. Seller retains title to the
goods until Buyer pays the entire purchase price as specified plus any
interest hereon. In addition to all other liens allowed by law, until
full payment, Seller reserves the right to enter on the premises where
such property is located without legal process, and to remove the goods
therefrom.
Unless otherwise modified by any provision of this contract,
it is expressly agreed that this contract shall be governed by the statues
and the common law of the State of Texas, including the Uniform Commercial
Code as adopted and amended.
Orders regularly entered, whether verbal or written,
cannot be canceled by Buyer except upon terms that will compensate Seller
against loss. Any experimental work performed at Buyer's request, such
as book samples, will be charged for at current rates and may not be
used without the consent of Seller. Preparatory work such as dummies
and samples, created or furnished by Seller, shall remain Seller's exclusive
property and no use of same shall be made, nor any ideas obtained therefrom
be used, except upon compensation to be determined by Seller. Preparatory
materials such as letterpress dies, and other items when supplied by
Seller shall remain Seller's exclusive property unless otherwise agreed
in writing.
Any claims for defects, damages or shortages of an order
delivered must be made by Buyer in writing within a period of ten (10)
days after delivery. Failure to make such claim within the specified
time constitutes an acceptance and admission that the order fully complies
with the terms, conditions, and specifications required. Seller's liability
shall be limited to Seller's stated selling price of any defective goods,
and shall in no event include special or consequential damages, including
profits (or profits lost).
Buyer shall indemnify and hold harmless Seller from
any and all loss, costs, expense and damages on account of any and all
manner of claims, demands, actions, and proceedings that may be instituted
against Seller on grounds alleging that the work of Seller violates
any copyright or any proprietary right of any person, or that it contains
any matter that is libelous or scandalous, or invades any person's right
to privacy or other personal rights except to the extent that Seller
has contributed to the matter. Buyer agrees, at Buyer's own expense,
to promptly defend and continue the defense of any such claim, demand,
action or proceeding that may be brought against Seller, provided that
Seller promptly notify Buyer with respect thereto, and provided further
that Seller give to Buyer such reasonable time as the exigencies of
the situation may permit in which to undertake and continue defense
thereof.
If there is any breach of or default under this Agreement,
and if the same is placed in the hands of an attorney for collection,
or if collected by lawsuit or through the probate or bankruptcy court,
or if any action of foreclosure be had hereunder, Buyer shall be liable
for reasonable attorney's fees, collection expenses, court costs, and
filing fees incurred by Seller.
These Terms and Conditions expressly govern any debts
owed by Buyer to Seller or any transactions between Buyer and Seller.
Seller, or any credit bureau or investigative agency
employed by Seller, is hereby authorized to investigate the references
herein listed or statements or other data obtained from Buyer, or from
any other persons pertaining to Buyer's credit or financial responsibility.
BINDING TRADE CUSTOMS
The Terms and Conditions of this Agreement between Buyer
and Seller shall include some of the trade customs established by Printing
Industries of America (PIA). PIA trade customs for bookbinding
are hereby made a part of this Agreement with certain modifications.
Seller agrees to accept these trade customs as Terms and Conditions
of this Agreement with Rasch Graphic Services Corporation.
MATERIAL: Following the acceptance of Seller's
quotation, but before commencement of actual production by Buyer, Buyer
may request from Seller a dummy showing the correct imposition of forms.
CUTTING -- Jobs requiring any register shall
be furnished with stock squared prior to printing, together with cutting
layout or workable dummy. Failure to do so relieves Seller of responsibility
for errors.
DELIVERY OF GOODS TO SELLER -- All jobs shall
be furnished to Seller jogged, securely wrapped or skidded, and dry,
or otherwise protected from damage. Guide and gripper sides shall be
marked.
CASES AND SKIDS -- All cases, skids, boxes, trim-offs,
waste, etc. furnished by Buyer to Seller in connection with Buyer's
work become the property of Seller, unless agreement is made otherwise
with appropriate charge for their return.
BUYER'S PROPERTY -- Seller shall charge Buyer,
at current rates, for handling and storing Buyer's property held more
than thirty (30) days. All Buyer's property, whether in storage or in
production, is at Buyer's risk. Seller is not liable for any loss or
damage thereto caused by fire, water leakage, theft, negligence, insects,
rodents or any other cause beyond Seller's control.
TERMS -- All jobs are figured on work being produced
as a unit. For preliminary deliveries and setups requiring additional
expense, or if ordered to cease operations or delayed beyond Seller's
control by Buyer, Seller reserves the right to bill Buyer for all additional
cost incurred.
ACCEPTANCE -- Unless otherwise stated in an estimate,
quotation is subject to acceptance within ten (10) days and work to
start within thirty (30) days thereafter unless otherwise agreed upon.
QUANTITIES -- Quotation covers only the specified
quantity stated to be bound or completed as an initial order. Should,
however, Buyer in initial order call for a part or lot, less than entire
job, it is understood that Seller on such parts or lots may add any
increase in the cost of labor or material to the quoted price. Overruns
or underruns, not to exceed 10% of the bound or printed sheets furnished,
shall constitute an acceptable delivery, and any excess or deficiency
shall be charged or credited to the customer proportionately. Loads
and Buyer's order to be plainly marked in the event excess is not to
be processed.
COUNTS -- Seller makes no hand count on receipt
of sheets or other material unless separate and distinct agreement is
made, carrying extra charges. The basis of count shall be folded and
gathered record made as soon after receipt of sheets as convenient.
OVERTIME -- All quotations are based on work
being performed on a straight time basis. Any deliveries requiring overtime
because of Buyer's delay in furnishing material or short delivery required
shall be billed at overtime rates.
DELIVERY -- Delivery of a completed job shall
be specified and determined on a job-by-job basis. Each job will be
completed in a reasonable time period, as determined by Rasch Graphic
Services Corporation, depending upon the work required. For delivery
to be firm in time and date, Buyer and Seller must expressly agree in
writing prior to the beginning of production.
PRICING -- All pricing shall be provided on a
per unit basis F.O.B. 7211 N. Gessner Drive, Houston, Texas 77040-3143. Final
invoice shall reflect the total number of pieces produced at the unit
price rate. Buyer is responsible for payment of each item produced at
the unit price rate, no more and no less. It is the responsibility of
Buyer to notify Rasch Graphic Services Corporation of any restrictions
of quantities produced over the original specified quantity. It is further
the responsibility of Buyer to notify Rasch Graphic Services Corporation
of any alterations made in an original job quotation before final price
is agreed upon and before production begins.
AUTOMATION -- It is expressly agreed that Buyer
is manufacturing a custom product. As such, Buyer is in a superior position
to know details regarding type of ink, coatings, line-ups, gutter jumps
and numerous other details regarding the project that are not known
by Seller. As a result of such superior knowledge, Buyer and Seller
agree that the estimate given by Seller is only an estimate based upon
the information conveyed in writing by Buyer to Seller.
From time to time, for the convenience of the parties,
Buyer and Seller agree that requests for estimates shall be made verbally.
Any miscommunication or misunderstanding of the request and the estimate
may cause additional expense to Buyer. The cost of performance as a
result of such miscommunication or misunderstanding shall be borne by
Buyer. At any time, at the request of Buyer, Seller shall furnish a
written estimate containing the scope and specifications of the work
being estimated. It shall be the responsibility of Buyer to review such
estimate and its detail to determine if the estimate accurately reflects
the scope and specifications requested.
For Buyer to rely on alterations to the original instructions
of any particular order, such additional instructions shall be conveyed
in writing from Buyer to Seller.
All orders are intended to be prepared by Buyer and
delivered to Seller in such condition that standard, automatic binding
equipment may be used to produce the order on behalf of Buyer. In the
event that special off-line services are required to process Buyer's
order, Buyer agrees to compensate Seller for any additional charges
necessary in the opinion of Seller to produce a commercially acceptable
product, free of normal defects found in automation of the finishing
process. Seller agrees to use reasonable diligence in its effort to
discover any defects that may affect the quality of the finished product
and to notify Buyer of such defects. Notwithstanding such diligence,
it remains the responsibility and liability of Buyer to insure the acceptability
of the quality of the project.
DISPOSITION OF LEFTOVERS -- When the ordered
quantity of a job has been met, Buyer agrees and authorizes Rasch Graphic
Services Corporation to discharge and dispose of all leftover materials,
unless retainment is expressly specified by Buyer. Rasch Graphic Services
Corporation assumes no liability or consequences thereof.
On jobs that fall short of the original quantity ordered,
leftover materials shall be returned with the completed job, unless
Buyer expressly instructs Rasch Graphic Services Corporation otherwise.
Rasch Graphic Services Corporation is under no obligation whatsoever
to store, secure, and count leftover materials.
All materials received by Rasch Graphic Services Corporation
shall be "Subject to Final Count." Rasch Graphic Services
Corporation makes no agreements to the absolute accuracy of the number
of finished units. It shall be assumed that Buyer provides Rasch Graphic
Services Corporation with substantial material for producing the desired
quantity, including spoilage which may vary from time to time, depending
on difficulty of production.
STYLE OF BINDING -- Seller offers various styles
and types of binding. The style and type of binding purchased by Buyer
is at the sole discretion of Buyer. Seller is in no way responsible,
and is hereby relieved of any and all liability in the event of failure
of product in its intended use or otherwise.
In any and all cases, Seller makes no warranties
for fitness for a particular purpose, either expressed or implied.
Buyer has read and understands the foregoing Terms and
Conditions of this Agreement and has executed the same as an indication
of intent to enter into an agreement with Seller for the purchase of
goods and services from time to time.
Buyer also understands that, upon acceptance of this
Agreement by Seller, this document constitutes a contract between Buyer
and Seller for payment of debts owed to Seller in return for the delivery
of goods ordered or performance of services requested by the Buyer.
This contract cannot be modified except by a writing
signed by both parties in agreement of such modification.
This Agreement is made and hereby performable in Houston,
Harris County, Texas. Venue for enforcement or interpretation of this
Agreement shall be in Harris County, Texas.
If any part of this Agreement is found to be void or
unenforceable, the remainder of the Terms and Conditions stated herein
shall survive.
There are no oral representations of this Agreement,
either expressed or implied. No such oral representations may be relied
upon by Buyer.
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