Fulfillment Terms 2. Proposals: Not binding unless accepted within 30 days. Proposals are based on program specifications provided by the client and agreed to by Printegration on the date of the proposal. Specification changes, prior to the acceptance of the proposal or during the completion of work, entitles Printegration to adjust pricing accordingly. Proposals may include charges for freight, packing materials, postage, telephone company charges, communication transmissions, taxes, pickups or deliveries, or credit card processing fees and other activity related fees that are required to complete the client application.
3. Termination: On termination of a program, Printegration will be compensated in full for any work or services performed through the date that services are terminated, plus costs involved in scrapping or preparing the material for shipment, the cost of preparing a final inventory, and the cost of any goods or services purchased prior to termination. Fulfillment projects may be canceled by the client at any time by notice in writing or via e-mail with the understanding that Printegration will be compensated in full for any work or services performed prior to cancellation, plus the cost of any goods or services purchased for the fulfillment program. It is understood that Printegration has the right to hold all inventory until all outstanding invoices have been satisfied.
4. Postage/Freight Payments: Clients provide postage and freight charge advances, prior to mailing and shipping, based on mutually agreed upon estimates of anticipated needs and as stipulated in the proposal. Fulfillment companies may either mark-up or provide discounts to published shipping prices based on the term stipulated in the signed proposal.
5. Bank Fees, Processing Charges and Retention: When caging, cashiering and merchant accounts are involved in a fulfillment program the client is responsible for all bank charges and fees including, but not limited to, deposit fees, check clearing fees, check verification fees, merchant account fees, and credit card processing fees and other fees to service client's orders. In instances where Printegration uses its own merchandising account, Printegration may retain or require deposit of funds in a sufficient amount and for a reasonable period, up to 120 days, to honor credit card charge-backs, refund requests, returns, etc.
6. Right of Refusal: Printegration may refuse at any time to handle or distribute any copy, photographs or illustrations of any kind that in Printegration's sole judgment is an invasion of privacy, is degrading, libelous, unlawful, profane, obscene, pornographic, tends to ridicule or embarrass, or is in bad taste, or which in Printegration's sole judgment is an infringement on a trademark, or trade name, or service mark, or copyright belonging to others, or is in violation of the FTC Mail or Telephone Order Merchandise Trade Regulation Rules.
7. Databases: A client's databases in Printegration's possession, for storage or otherwise, are the exclusive property of the client and shall be used only at the client's instructions. Printegration shall provide reasonable and prudent protection against the loss of a client's data, in much the same manner that the client would itself. A minimum suggested security program shall contain utilization of anti-virus software, firewall protection and other current technologies; a security training programs for specific employees, and a current security policy. Additional security measures will be negotiated and stipulated in the proposal. This includes adequate backup procedures for all files and programs. Printegration shall pay for the cost of transferring a copy of a replacement file in the event of systems failure, loss by fire, vandalism, theft, or other such causes (excluding destruction of the data due to client's negligence or willful misconduct), provided that the client has duplicate data files or has the source material from which the client can compile replacement data. Printegration shall not be liable for compiling such data nor for any intangible or special value attached thereto.
8. Client-Provided Materials: Printegration assumes that all materials provided will meet manufacturers' specifications as stipulated in the proposal referenced in paragraph (3) above. Materials which do not meet manufacturers' specifications may be subject to pricing at special rates. Client will be notified when a deficiency is discovered and approval will be obtained for handling at special rates before proceeding with work, and a new delivery schedule may result.
(a) Client is expected to provide Printegration with sufficient inventory or adequate sources of supply to meet anticipated demand. The client is asked to provide advanced notification to Printegration for incoming shipments. Cost for backorders, delay notices, canceled orders and increased client service resulting from out of stock conditions will be billed to client.
(b) Collect shipments are accepted only if client obtains prior written clearance from Printegration and, in such event, a service charge may be added to the actual freight charges.
(c) Each incoming carton or skid must bear an identity, item code, quantity and a sample clearly visible. Each skid must have only one material version, unless clearly marked and separated. Multiple items should not be included within a single carton, skid or container unless noted thereon and on accompanying paperwork.
(d) All items must be clearly and accurately coded. Printegration shall not be responsible for picking and packing errors which result from the erroneous marking of items or the client's failure to code them.
(e) Delivery tickets must accompany the material delivered, and should show the number of skids or cartons, the quantity per skid or carton, the corresponding item number, and the total delivery quantity.
(f) If the client asks that shipper counts on incoming material be accepted until processing, Printegration is not responsible for shortages discovered at that time.
9. Spoilage, Counts, and Shrinkage: Printegration is not responsible for normal spoilage of material that occurs naturally during processing. There are three categories of shrinkage allowances typical in the fulfillment industry:
(a) If Printegration is not authorized to perform counts of the literature or products received, nor is there independent verification, then no realistic shrinkage expectations can be developed and Printegration is not responsible for inventory shrinkage.
(b) If Printegration performs test counts, spot checks and weight counts, the industry standard for shrinkage is 5% to 10% of the printed material received and 2% to 3% of products received.
(c) If Printegration has been paid to count/verify valuable items on receipt and to maintain the counted material in a special secured environment, the standard shrinkage allowances do not apply, and Printegration is responsible for losses that could have been prevented by exercising reasonable and prudent care.
Any liability for losses that Printegration assumes is limited to the cost of the materials and does not include indirect or consequential claims, such as loss of sales or opportunity.
10. Packaging: Unless otherwise agreed upon, prices quoted assume usage of Printegration's standard cartons, envelopes, and packaging materials. Custom or specified materials may involve additional materials and handling charges and longer lead times.
11. Excess Materials: Absent specific instructions from the client on the disposition of excess materials, Printegration may collect reasonable storage charges. If the client fails to respond to a disposition request and fails to pay applicable storage charges Printegration may, after 60 days, destroy the stored material.
12. Order Processing and Delivery Schedules: Printegration is not responsible for failure to meet agreed on processing schedules if such failure can be traced to fire, accidents, acts of God, mechanical breakdown, acts of terrorism, failures on the part of the U.S. Postal Service or other common carriers, or other events that are outside the control of Printegration.
13. Insurance: Client retains title to and the insurable interest in its materials. Printegration is responsible only for losses that are the direct result of its own willful or negligent acts.
14. Errors in Fulfillment: Printegration is responsible to correct misdirected or erroneous shipments provided the errors were the fault of Printegration. Its liability is limited to the cost of re-shipping a corrected order and, if the client requests, retrieval or remanufacture of the material shipped in error. Printegration is not liable for loss of business or incidental or consequential damages or costs.
15. Delinquent Invoices: If money is owed Printegration it may, at its option, hold up the order processing and shipping process until past due payment has been received. It may also hold the client's data, materials, or other property against payment of delinquent invoices. "Delinquent" is defined as "past the agreed or specified payment date."
16. Verbal Orders: Printegration will not be held responsible for any inaccuracies caused by verbal orders. All orders and change orders should be submitted in writing.
17. Hold Harmless: The client defends and holds Printegration harmless from and against all damages, costs, expenses (including reasonable attorneys' fees), liabilities, or losses arising out of or resulting from (a) Printegration's acting as client's agent and (b) Printegration's performance of the fulfillment function on behalf of or in accordance with specifications established and agreed upon by the client.