| ENTIRE AGREEMENT |
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This Supply and Payment Terms and Conditions,
in conjunction with any credit application, if applicable,
and accepted price quote, sets forth the entire
understanding between the parties with respect to
the subject matter hereof and supersedes any prior
agreement or understanding between the parties,
whether written or oral. An order is only deemed
to have legal effect if acknowledged in writing
by Tex Visions LLC (hereinafter “TV”)
management. Any agreements or changes to orders
between customers and TV employees are only effective
when acknowledged in writing by TV management. |
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| PRICING |
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All prices are quoted net and do not including
any state or federal tax. The quoted prices are
subject to supply of all necessary customer designs
which must be graphically processed in compliance
with
any instructions provided by TV. The current hourly
rate shall be charged for any requested amendments
or necessary graphical processing. TV reserves the
right to amend prices should there be an
increase in material or wage costs, between order
and delivery. If the price increase is more than
5% of the total original price, the customer has
the right to rescind the contract within 14 days
of
receipt of notice of the price increase. |
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| CUSTOMER’S
OBLIGATIONS |
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If a specific delivery date has been agreed upon,
the customer must ensure that TV receives in sufficient
time, any designs and computer files required for
processing the order. In supplying printed data,
the customer warrants that there is no infringement
of copyrights, trademark rights or other protected
property rights of third parties. In the event customer
has infringed upon a third parties’ copyright,
trademark or other protected property rights, customer
agrees to indemnify and hold harmless TV from any
and all claims arising out of their infringement.
All drawings, drafts, provisional templates,
films, computer files or other design material prepared
by TV for the processing of the order shall remain
the property of TV and may only be passed on to
third parties on approval from TV. Materials
relating to the order will be kept for 2 years in
the form of films and/or drawings. Subsequent orders
will be subject to a charge of the then current
hourly rates to reactivate these designs. |
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| CUSTOMERS
DESIGNS, DEVIATIONS, EXCESS OR SHORT SUPPLY |
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If items are to be produced using customer designs,
TV will reproduce such designs as precisely as possible.
TV reserves the right to make minor deviations in
color or representation that may result
from technical limitations of textile printing and
from differing colors on different types of background
materials. Such deviations do not constitute grounds
for canceling an order, refusing delivery, or
refusing to make payment. This also applies to deviations
between pre production samples and series production
which are unavoidable. Customer further agrees to
accept any customary excess or short
supply by up to 10% in respect to items made to
order. The customers account will be adjusted accordingly
at the point of shipping. If an exact quantity is
required, there will be a price premium
applied to the order. All digitally printed orders
will receive exact quantities. Deviations in width
and length by +/- 7% are unavoidable as a result
of technical production procedures and do not
constitute grounds for canceling an order, refusing
delivery, or refusing to make payment. |
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| SHIPMENT/SUPPLY |
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The supply periods quoted and prescribed are non-binding,
unless TV has given an express written guarantee
that the delivery period will be observed. The quoted
supply date usually refers to the date
of shipment from TV or manufacturing facility. If
the supply date is exceeded, the customer agrees
to an extension period of 30 days for completion
and subsequent performance of the contract and
cannot rescind the contract or cancel the order,
or seek damages until the extension period has passed.
The scope of such damages is set in paragraph 9.
All goods are shipped at the expense and risk
of the customer. All transportation and packaging
costs will be paid by the customer. TV shall not
be liable if there are any delays in production
or supply or if such production or supply becomes
impossible for reasons outside TV’s control,
such as customer’s failure to timely supply
necessary materials or drawings. TV reserves the
right to make partial deliveries, and invoice for
the items actually
delivered. |
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| SUPPLY
OF FLAGPOLES & LARGE PICTURES |
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When supplying flagpoles, TV accepts no responsibility
for the necessary technical requirements being met
or for associated hardware. Customer is responsible
to erect flagpoles, and have the supplies
and knowledge to do the same. Large fabric pictures
are subject to varying weather influences, especially
when positioned outside. Fabrication and erection
technology have a decisive influence on
proper and safe use of the product. Consultation
of a project manager with knowledge of local conditions
is always recommended. TV’s product warranty
is limited to resistance to tearing, light fastness
and washability under laboratory conditions. For
product surfaces less than 25 square meters, the
customer should request TV’s production and
erection recommendations before placing an order.
For
product surfaces in excess of 25 square meters,
the customer must always arrange for planning work
to be done prior to placing an order. TV will not
be liable for any failure of the customer to consider
specific application conditions and/or improper
erection/use. |
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| WARRANTY |
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Any complaints must be submitted in writing within
8 days of receipt of the goods. No warranty, express
or implied, shall apply if the customer fails to
observe the supplied instructions for care and
erection, or if customer has processed the goods
or taken them into operation. The warranty does
not cover usual wear and tear. Upon timely notification
of a legitimate complaint, TV reserves the right
to either remedy the defect or supply a replacement
within 14 days of receipt of the returned goods.
In such case, TV will pay the necessary shipping
costs. If subsequent replacement proves
unsuccessful, the customer only reserves the right
to reduce the purchase price or rescind the contract.
Warranty claims must be submitted in writing to
TV within 6 months from receipt of goods. |
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| RESERVATION
OF OWNERSHIP |
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All goods supplied to customer remain the property
of TV and TV shall have a lien on said goods until
all outstanding invoices have been paid in full.
The customer is permitted to re-sell the conditional
goods, provided their financial condition has not
changed and notice is given to TV. Customer hereby
assigns to TV any and all rights associated with
the re-sale of the conditional goods. In the event
of
re-sale and assignment, customer agrees to fully
cooperate with TV and provide all necessary information
and documentation requested by TV. |
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| LIABILTY |
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In the event of a breach of contract, TV’s
liability is limited to foreseeable losses up to
the amount of the purchase price payable. TV cannot
be held liable for damages caused by acts beyond
its
control, including, without limitations, improper
handling, installation, extremes in weather conditions,
vandalism, accidents, or Acts of God. |
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| CUSTOMER
INFORMATION |
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Customer agrees to the recording and processing
personal or corporate data in a database, to be
used only by TV. All data collected and stored will
not be shared with third parties without written
consent from the customer, or court order. |
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| CREDIT
ACCOUNTS |
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TV will extend credit to approved customers who
complete the credit application set forth below.
By completing a credit application, customer is
requesting that TV sell goods on account. |
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| PAYMENT,
SERVICES CHARGES |
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If Credit Account was approved and if not otherwise
agreed customer agrees to pay for all goods purchased
within 30 days after product completion. Customer
agrees to pay a service charge on any
balance not paid within 30 days of product completion.
The service charge shall be 12% per month on all
outstanding accounts. For goods paid within 8 days
from the invoice date (for compliance of
this time limit, TV must have payment received within
8 days), a discount of 2% shall be granted unless
otherwise agreed. The deduction of discounts shall
not be permitted if invoices previously sent
to the customer are outstanding and their due date
for payment has been exceeded. Setting off amounts
against counterclaims shall not be permitted unless
the counterclaim is indisputable and
determined in a legally effective manner. |
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| DEFAULT |
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In the event customer is in default under these
terms and conditions, and TV takes legal action
to collect on the account, customer shall be liable
for TV’s reasonable attorney’s fees,
court costs, service
fees, and bond or lien costs, if any. |
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| PARTNERSHIPS/SOLE
PROPRIETORS |
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In the event customer is not a corporation, but
rather a partnership or sole proprietor, the principal
owners thereof shall act as guarantors or sureties
on the account, and shall remain personally and
individually liable for any indebtedness incurred. |
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| APPLICABLE
LAW AND VENUE |
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Any disputes arising out of this document or the
business relationship established between the parties,
shall be governed by the laws of the Commonwealth
of Pennsylvania, and venue will lie in the
Court of Common Pleas of Cumberland County Pennsylvania. |
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