Terms and Conditions

PRODUCTION SERVICES AGREEMENT/TERMS AND CONDITIONS

This PRODUCTION SERVICES AGREEMENT/TERMS AND CONDITIONS (“Agreement”) is entered into as of the last date written below by and between you (“you”) and THOMSON-SHORE, INC., a Michigan corporation (“Thomson-Shore,” “we” or “us”). By signing or approving a price quotation, submitting a purchase order and/or letter of specifications, or by signing or electronically approving this Agreement, you agree that the terms of this Agreement will apply to all services that Thomson-Shore performs for you. (See #24 for details)

Now, therefore, the parties agree as follows:

1. Thomson-Shore will provide you with production services in
material conformance with the description of services provided in a
Confirmation of Specifications and Price Agreement (“CSP”)
executed between the parties. Thomson-Shore reserves the right to
collect from you any sales or use tax required by a State or other
taxing authority.
2. When you submit an order to us, we will use commercially
reasonable efforts to acknowledge its receipt within one business
day. You can consider the order to be “accepted” by us when we
provide you with a job notification which contains your job
number and the name of your customer service representative
(“CSR”) at Thomson-Shore. When your order is scheduled,
Thomson-Shore will also contact you with your projected ship
date.
3. The CSP contains your final manufacturing specifications. The
CSP amount may be different from your original quotation due to
specification changes. The price quotation contained in the CSP
will supersede those contained in any quotation. If you have any
questions contact your CSR.
4. To work efficiently and commit to reliable schedules, we need
your entire job and final specifications (including shipping
instructions) at time of order. We may elect not to begin
production of your order until all information is in our plant.
5. Your schedule could be affected if you require changes during
the production process i.e.., quantity change, an additional proof,
new copy submission. We are not responsible for reasonable
delays based on your requested changes.
6. When your job is complete and ready for shipment, we will ship
it via method selected by you. If by motor freight: accessorial
charges, i.e., inside delivery, residential delivery, lift gate, are
additional and will be invoiced accordingly. Shipping time is not
included in our production schedule and will usually add from one
to five working days to get from Dexter, Michigan to locations in
the continental U.S. All goods provided by Thomson-Shore to you
will be provided F.O.B. our place of business in Dexter, Michigan.
This means that under the terms of sale you will bear all freight
and associated charges, be responsible for the goods while in
transit and bear the risk for any damage to the goods that may arise
as a result of or during transit. Please see our Shipping Terms and
Procedures at www.thomsonshore.com for more detailed shipping
information.
7. Thomson-Shore will email a delivery confirmation the evening
of your shipment. If you have other requirements, please let us
know.
8. If you are printing digitally – we print and ship exact quantity
ordered. If you are printing offset -- we will ship the quantity
you order with a maximum possible overage or shortage of 10% of
your requested quantity. These will be charged or credited at the
over/under price as stated on your quote.
9. If you are printing digitally the processing fee has been included
in your pricing. If you are printing offset the following applies to
any non-freight drop shipments (transportation via UPS, FedEx,
USPS). These shipments will incur a processing fee of $5 for each
carton and/or package of your finished project. Please contact
your CSR for more information regarding distribution vendors or
handling charges.
10. You have the option to archive your files with ThomsonShore.
If you prefer not to archive your files with Thomson-Shore
for future reprinting, please let your CSR know at job submission.

11. Any claims for defective workmanship must be filed with your
CSR within six (6) months of the original ship date.
12. The prices in the quotation shall remain in effect for thirty (30)
days. Thomson-Shore reserves the right to reject any order at any
time. These reasons may include, but are not limited to, rejection
of content, which Thomson-Shore finds objectionable, illegal or
offensive in its sole discretion.
13. Thomson-Shore will charge Customers for non-sufficient fund
(NSF) fee.
14. Upon your request Thomson-Shore will provide you with
appropriate documentation certifying compliance with any legally
required conformity.

15. You represent, warrant and covenant that: (I) you have the full
authority to enter into this Agreement; (II) this Agreement is fully
binding on any and all subsidiaries, parent companies, and
affiliated companies of yours; (III) the materials that you have
provided to us do not and will not infringe upon any third party
intellectual property rights; (IV) all obligations owed to third
parties with respect to the materials to be published are or will be
fully satisfied by you so that Thomson-Shore will not have any
obligations with respect thereto; and (V) you have granted to us all
rights and licenses required for us to perform the services as
described in the CSP.

16. You will indemnify, defend and hold harmless ThomsonShore,
its directors, officers, employees and agents with respect to
any claim, demand, cause of action, debt or liability, including
reasonable attorneys’ fees, to the extent that it is based upon a
claim that if true, would constitute a breach of any of your
representations, warranties or agreements hereunder.

17. THOMSON-SHORE WARRANTS, FOR SIX (6) MONTHS
FROM THE DATE OF DELIVERY, THAT ANY BOOKS
DELIVERED TO YOU WILL BE FREE OF MATERIAL
DEFECTS THAT DESTROY THE VALUE OF THE BOOKS. IF
YOU RECEIVE ANY SUCH MATERIALLY DEFECTIVE
BOOKS, THOMSON-SHORE MAY, IN ITS SOLE
DISCRETION AND AS YOUR SOLE REMEDY, EITHER
REFUND YOUR PAYMENT FOR THE DEFECTIVE BOOKS
AT A RATE CALCULATED ON OVER/UNDER PRICING, OR
FURNISH YOU WITH REPLACEMENT BOOKS. EXCEPT
FOR THE PRECEDING EXPRESS LIMITED WARRANTY,
THE ONLY WARRANTIES MADE BY THOMSON-SHORE
ARE THAT THE SERVICES AND MATERIALS TO BE
PROVIDED BY THOMSON-SHORE ARE PROVIDED “AS IS,”
AND THOMSON-SHORE MAKES NO ADDITIONAL
WARRANTIES, EXPRESS OR IMPLIED, ARISING FROM
COURSE OF DEALING, USAGE OF TRADE OR STATUTE,
AS TO THE SERVICES OR MATERIALS PROVIDED
HEREUNDER, OR ANY OTHER MATTER WHATSOEVER.
IN PARTICULAR, ANY AND ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, TITLE, SATISFACTORY
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE
ARE HEREBY DISCLAIMED BY THOMSON-SHORE.

18. In no event will Thomson-Shore be liable for any special,
indirect, incidental or consequential damages, or damages for loss
of profits or business interruption, that may arise in connection
with this Agreement or any matter whatsoever, regardless of
whether such claims are based or remedies are sought in contract,
tort (including negligence), strict liability or otherwise, even if
Thomson-Shore has been advised of the possibility of such
damages. Under no circumstances will Thomson-Shore’s
aggregate liability to you in connection with this Agreement
exceed the lesser of either: a) the amount of fees paid by you under
the CSP that gives rise to your claim; or, b) the cost to replace any
non-conforming product. The foregoing limitations of liability
will survive and apply notwithstanding the failure of essential
purpose of any remedies specified herein.
19. This Agreement, together with any CSP, constitutes the entire
understanding between the parties with respect to the subject
matter of this Agreement and supersedes any prior discussions,
negotiations, agreements and understandings. Moreover, this
agreement shall not be superseded by any subsequent agreement
unless Thomson-Shore expressly agrees that the subsequent
agreement supersedes the present one, and the present agreement is
expressly referred to by name and date in the subsequent
agreement.
20. This Agreement will be governed and controlled in all respects
by the laws of the State of Michigan, including interpretation,
enforceability, validity, and construction, without regard to any
conflict of law provisions.
21. The parties submit to the exclusive jurisdiction and venue of
the state or federal courts having jurisdiction over Washtenaw
County, Michigan of any claims or actions arising, directly or
indirectly, out of or related to this Agreement. The parties
stipulate that the venues referenced in this Agreement are
convenient.
22. Thomson-Shore’s failure to exercise a right or remedy or
Thomson-Shore’s acceptance of a partial or delinquent payment
will not operate as a waiver of any of Thomson-Shore’s rights or
your obligations under this Agreement and will not constitute a
waiver of Thomson-Shore’s right to declare an immediate or a
subsequent default.
23. The terms of this Agreement may not be varied or modified in
any manner, except in a subsequent writing executed by an
authorized representative of both parties.
24. This Agreement may be executed as one or more counterparts,
each of which will be deemed an original agreement, but all of
which will be considered one instrument and will become a
binding agreement when one or more counterparts have been
signed by you and delivered to Thomson-Shore. A signed facsimile
of this document, electronic agreement or a printed copy of the
original signed document shall have the same legal force and effect
as an original of such signature and shall be treated as an original
document for evidentiary purposes.
25. Thomson-Shore will not be deemed to be in default or
otherwise responsible for delays or failures in performance
resulting from acts of God, acts of war or civil disturbance,
epidemics, governmental action or inaction, fires, earthquakes,
unavailability of labor, materials, power or communication, or
other causes beyond Thomson-Shore’s reasonable control.
26. Important Notice:
In order to comply with state and local sales and use tax laws, we must have, in our files, a properly executed tax exemption certificate from all customers claiming a sales and use tax exemption. Keep in mind, the exemption certificate must have the tax exempt number for all states that Thomson-Shore ships to on your behalf, specifically, MI, NY, NJ, SC, NC or CA.
If we do not have an executed exemption certificate completely filled out, we will be required by law to collect tax from your company for sales of tangible personal property in the states in which the property is delivered.

Thomson-Shore: You:
THOMSON-SHORE, INC., ,
a Michigan corporation

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