Versa Press, Inc.

Versa Press, Inc. Terms & Conditions

1. VERSA PRESS INC.’s acceptance of customer’s purchase order is expressly made conditional on customer’s acceptance of the following terms and conditions of sale, which are in lieu of any additional or different terms contained in customer’s purchase order or other document or communication pertaining to customer’s order or the products. Customer’s assent to the terms and conditions contained in this document shall be conclusively presumed from customer’s acceptance of all or any part of the products or from payment by customer for all or any part of the products. None of these terms and conditions may be added to, modified, superseded or otherwise altered, except by a written instrument signed by an authorized agent of VERSA PRESS INC. Failure of VERSA PRESS INC. to object to any terms or conditions which may be contained in any document or form of customer shall not be construed as a waiver of these conditions, nor as an acceptance of any such terms and conditions. VERSA PRESS INC. reserves the right to reject any order and/or the option to cancel any agreement resulting therefrom, without liability. In the event VERSA PRESS INC. exercises the right of rejection and/or option to cancel, VERSA PRESS INC. will notify customer in writing.

2. Except as otherwise noted, all prices are F.O.B. E. PEORIA and are subject to such sales, use, or other taxes as may apply. All prices and specifications, now in effect, or hereinafter issued are subject to change without notice. Subject to these terms and all other written specifications of VERSA PRESS INC., proposal quotations will be held open for thirty (30) days from the presentation. Prices quoted are based on materials cost at the time of the quotation and any increase in materials cost between the time of quotation and presentation of the job will be passed on at cost. Paper cost will be invoiced at price prevailing at the time of shipment. Quotations are based on specifications and information originally submitted, and in the event of any changes therein, including delivery requirements, VERSA PRESS INC. reserves the right to void the quotation. Prices are subject to inspection of files, and may be adjusted for heavy ink coverage, bleeds, halftones and/or intricate stamping requirements. Additional charges may apply if digital files require extra work to make them print ready.

3. Quotations are only for work done according to the original specifications. If through customer’s errors, or change of specifications, work has to be done, such extra work will carry an additional charge, at VERSA PRESS INC’S current rates for the work performed. Orders for special make up items may be canceled, changed, or altered by customer only upon payment of all costs incurred by VERSA PRESS INC. to the point it received written notice of the cancellation, change, or alteration and acts thereon.

4. Proofs shall be manufactured from customer provided material. Corrections are to be marked on the proofs or indicated on the proof form and returned to VERSA PRESS INC. VERSA PRESS INC. cannot be held responsible for errors if the work is printed per customer’s approval or if changes are communicated orally. VERSA PRESS INC. shall not be responsible for errors if the customer has failed to return proofs with indication of changes or has instructed VERSA PRESS INC. to proceed without submission of proofs.

5. COLOR PROOFING. Because of differences in equipment, paper, inks and other conditions between color proofing and productions pressroom operations, a reasonable variation in color between color proofs and the completed job shall constitute acceptable performance.

6. OVER RUNS OR UNDER RUNS. Over runs or under runs will not exceed 5% or the percentage-agreed upon over or under quantities shall constitute acceptable delivery. VERSA PRESS INC. will bill for actual quantity delivered within this tolerance.

7. CUSTOMER PROPERTY. All customer’s property, including digital files, that are stored with VERSA PRESS INC. is at customer’s risk and VERSA PRESS INC. is not liable for any loss or damage thereto caused by fire, water, leakage, theft, negligence, insects, rodents, acts of nature, or any cause beyond VERSA PRESS INC. control.

8. Unless otherwise specified, shipping charges are for a single shipment, without storage, F.O.B. VERSA PRESS INC.’s plant. Charges related to delivery from customer to VERSA PRESS INC., or from customer’s supplier to VERSA PRESS INC. are not included in any quotations unless specified. Title for finished work shall pass to the customer upon delivery to a carrier at shipping point, or upon mailing of invoices for finished work, whichever occurs first. VERSA PRESS INC.’s responsibility for shipment ceases with delivery to the carrier. Claims for loss or damage should be presented to the carrier and VERSA PRESS INC. shall reasonably cooperate with the customer in connection with the presentation of such claims.

9. TAXES AND TRANSPORTATION CHARGES. It is agreed that the sales price listed on this contract does not include applicable taxes (unless so specified). All applicable taxes such as sales taxes will be added to the sale price. Customer retains sole liability for any taxes based on where merchandise is used or stored.

10. Claims for any defects, damages or shortages must be made by the customer in writing within a period of thirty (30) days after delivery. Failure to make such a claim within the stated period shall constitute irrevocable acceptance and an admission that the order fully complies with terms, conditions and specifications. VERSA PRESS INC.’s liability shall be limited to the price quoted by VERSA PRESS INC. to the customer, and in no event will VERSA PRESS INC. be liable for special, incidental or consequential damages or any other loss of the customer or a buyer of the books from the customer.

11. As security for payment of any sum due or to become due under terms of any Agreement, VERSA PRESS INC. shall have the right if necessary, to retain possession including work in process and finished work. The extension of credit or the acceptance of notes, trade acceptances or guaranteed payment shall not affect such security interest and lien. VERSA PRESS INC. retains a purchase money security interest in all products not paid for in full, notwithstanding that the products have been delivered to customer, and customer hereby authorizes VERSA PRESS INC. to execute and file financing statements describing the products, and other documents which may be requested by VERSA PRESS INC. to evidence its security interest.
12. The customer shall indemnify and hold harmless VERSA PRESS INC. from any and all loss, cost, expense and damages on account of any and all manner of claims, demands, actions and proceedings that may be instituted against VERSA PRESS INC. on grounds alleging that the said printing violates any copyright, any other intellectual right, or any propriety 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. The customer agrees to, at the customer’s own expense, promptly defend and continue the defense of any such claim, demand, action or proceeding that may be brought against VERSA PRESS INC. provided that VERSA PRESS INC. promptly notifies the customer with respect thereto and provided further that VERSA PRESS INC. shall give to the customer such reasonable time as the exigencies of the situation may permit in which to undertake and continue the defense thereof.

13. Versa Press Inc. shall not be responsible for failure or delay in performance if due to Act of God, war, governmental acts or regulations, fire, flood, embargo, quarantine, labor difficulties, accident, unusually severe weather, energy failure, equipment breakdown, delays of supplier or carriers, or other causes beyond VERSA PRESS INC.’s control. VERSA PRESS INC. may in such event, and in its own discretion, reduce or cancel customer’s order upon written notice to customer and/or perform such portion of the work as it is capable of performing. IF the work is placed elsewhere, VERSA PRESS INC. shall be entitled to resume the work as promptly as practicable.

14. This agreement between customer and VERSA PRESS, INC. shall be deemed to have been made in Woodford County, Illinois and shall be governed by Illinois law. Any action against VERSA PRESS, INC. by customer shall be brought in the Woodford County Circuit Court, State of Illinois. Customer consents that such courts shall have personal jurisdiction over any such action.

15. Unless customer is previously approved for credit, payment is due prior to shipment. If payments by credit card are made, a 2% convenience fee will apply. VERSA PRESS INC. reserves the right to apply payments at its discretion, regardless of any statement provided with customer payment. If customer has a past due balance on account with VERSA PRESS INC., VERSA PRESS INC. may, at its discretion, hold completed customer jobs or stop production of jobs in process until customer account is made current. A 1.5% per month, 18% per annum, finance charge will apply to past due balances.

16. In the case of default or breach by customer in the performance of any or all of the provisions of this agreement, VERSA PRESS, INC. may cancel any outstanding order from customer and declare any and all obligations immediately due and payable, and shall in addition have all remedies afforded by the Unifrom Commercial Code as enacted in Illinois, or any other applicable law. Customer shall, in addition, be liable for VERSA PRESS INC.’s expenses incurred in exercising any remedies available to it, including reasonable attorney’s fees and legal expenses. All unpaid obligations shall bear interest at the contract rate provided under terms of payment above.