Wholesale Terms & Conditions
STANDARD TERMS AND CONDITIONS
1. DEFINITIONS. In these Standard Terms, and
Conditions the following definitions apply:
a. “Buyer” means _________. “Seller” means
Papers and Ink Studio, Inc. “Deliverables” means all the
products to be supplied by Seller under the Invoice.
“Invoice” means the invoice containing the purchase
order issued by Seller for the supply of the Deliverables,
which may be a written or electronic document, and may
also include particular shipping instructions and/or other
specifications required by Buyer for the Deliverables.
b. These terms and conditions, together with the
Invoice, constitute an offer by Buyer to purchase the
Deliverables from Seller pursuant to the terms and
conditions described herein. This offer is not an
acceptance or a confirmation of any previous offer or
proposal from Seller, and this offer shall be deemed to
be a rejection and counteroffer with respect to any
previous offer or proposal from Seller.
c. This offer shall become an “Agreement” upon
acceptance by Seller. Seller shall be deemed to have
accepted this offer by commencement of performance
called for in the Order, by delivery of the Deliverables to
Buyer, by payment of the invoice associated with the
Deliverables (the “Invoice”), or by any other act or
communication constituting legal acceptance, whether
or not any such acceptance or confirmation purports to
state terms additional to or different from those stated
herein.
2. SALE OF DELIVERABLES.
a. Seller agrees to sell, transfer and deliver the
Deliverables to Buyer for the purchase price set forth in
the Invoice, subject to all of the covenants, terms and
conditions hereof.
b. Buyer agrees to purchase the Deliverables,
subject to all of the covenants, terms and conditions
hereof, and to pay Seller the purchase price set forth in
the Invoice. Buyer may not modify the Invoice or the
Deliverables once this Agreement is entered into.
3. PURCHASE PRICE AND PAYMENT TERMS.
a. Deliverables shipped against this Agreement
shall be invoiced at the price set forth in the Invoice.
Unless otherwise specified on the Invoice, production of
the Deliverables shall not begin until payment is
received, which shall be due thirty (30) days from date
of the Invoice.
b. The purchase price for the Deliverables shall
include all taxes, customs duties, customs fees or other
governmental charges due with respect to the
Deliverables. Buyer shall, however, pay for any taxes
that it is statutorily required to pay.
c. Buyer shall be responsible for all shipping and
processing costs associated with the Deliverables
(currently set at Three and One-Half Percent (3.5%) of
the purchase price set forth in the Invoice, and which
may be modified from time to time in writing), including
without limitation, packing, crating, cartage and freight
costs.
d. Buyer may set off any amount owing at any time from
Seller to Buyer or any of its affiliates against any amount
payable at any time by Buyer.
4. SHIPMENT, DELIVERY AND ACCEPTANCE.
a. Seller shall deliver the Deliverables F.O.B. to
the place designated for shipment by Buyer in the
Invoice. Seller shall follow any shipping instructions
provided by Buyer and shall properly and carefully
package the Deliverables for shipment. Buyer will have
five days to inspect the Deliverables upon delivery, and
Seller shall bear the cost of replacing any goods
damaged during delivery (with reasonable proof from
Buyer thereto). After five (5) day from delivery, Buyer
will be foreclosed from raising any claims regarding
shipping damage.
b. All items shipped shall be properly identified
with Buyer’s Invoice. Seller accepts full responsibility for
the completeness and accuracy of all transport and
customs documentation (“Shipping Documents”)
provided to Buyer. Seller accepts any liabilities resulting
from incomplete or inaccurate data on Shipping
Documents or failure to comply with any import or
export requirements.
c. Notwithstanding anything herein to the
contrary, Buyer shall have a reasonable opportunity to
inspect the Deliverables after the same have been
delivered to Buyer’s premises. Buyer shall have thirty
(30) days to inspect the Deliverables for any defective or
damaged goods (not caused by shipping as described
in 4(a) herein). Seller shall bear the costs of any
defective or damaged goods (with reasonable proof
from Buyer thereto), provided that Seller adheres with
the Product Care Instructions that will be provided with
the Deliverables by Seller. After thirty (30) days from
delivery, Buyer will be foreclosed from raising any
claims regarding defective or damaged products.
5. WARRANTY PROVISIONS.
a. Seller hereby warrants to Buyer that, in
addition to any and all express and implied warranties
provided under the Uniform Commercial Code, the
Deliverables: (i) shall be provided in a competent,
professional manner and in accordance with the highest
standards and best practices of Seller’s industry; (ii)
shall be free from defects in materials and
workmanship, and shall be merchantable and fit for their
particular purpose; (iii) shall conform to and perform in
accordance with all specifications, drawings, samples
and other requirements referred to in the Invoice and
provided by Seller; (iv) when shipped shall be free from
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all liens, security interests and encumbrances of any
type whatsoever; and (v) shall be manufactured,
produced, labeled, furnished and delivered to Buyer in
full and complete compliance with all applicable laws
and regulations.
b. Buyer represents and warrants that it has been
duly formed and is validly existing under applicable
laws; (ii) the execution of this Agreement by Buyer, and
the performance by Buyer of its obligations and duties
hereunder, do not violate any agreement to which Buyer
is a party or by which it is otherwise bound; (iv) when
executed and delivered by Buyer, this Agreement will
constitute the legal, valid and binding obligation of
Buyer, enforceable against Buyer in accordance with its
terms; (v) Buyer has all requisite power and authority to
execute, deliver and perform its obligations under this
Agreement; and (vi) with respect to any Material
supplied by Buyer hereunder (as defined in Paragraph 6
hereto), such material shall be wholly original and shall
not infringe upon or violate the copyright, literary,
dramatic or photoplay rights, the right of privacy or
publicity of any person or entity, nor defame any person
or entity, nor shall it be the subject of any litigation or
any claim that might give rise to litigation.
6. INTELLECTUAL PROPERTY.
a. The intellectual property rights to all of Seller’s
products shall remain vested in Seller. Buyer may
promote the Deliverables and may use Seller’s name
and trademarks in a non-derogatory, informative
purpose only.
b. To the extent Buyer has requested a
customized order containing Buyer’s intellectual
property, including but not limited to any of Buyer’s
trademarks, copyrights, or other intellectual property
rights (the “Materials”), Buyer shall be deemed the
owner of all right, title and interest to such Materials,
and shall grant Seller a limited license to use the
Materials for the purpose of creating the Materials and
displaying the Materials in promotional materials.
c. Buyer further agrees not to attempt in any way,
directly or indirectly, to circumvent Seller and the letter
or spirit of this Agreement in an effort to copy, replicate,
recreate, reverse engineer, fabricate, or manufacture
any portion of the Project or the Confidential Information
that may be contained in tangible and intangible
materials, including, without limitation, artwork, samples,
writings, drawings, models, prototypes, test specimens,
production units, data, specifications, reports, analysis,
methods, and compilations; except as may be required
specifically for achieving the purpose of this Agreement.
7. USE OF DELIVERABLES AND TERM.
a. Buyer agrees to use and resell the
Deliverables (as applicable) in accordance with all state
and applicable laws in which Buyer is registered to do
business.
b. Seller reserves the right to cancel its
relationship with Buyer at any time, with five (5) days
written notice.
8. INDEMNIFICATION.
a. Seller agrees to indemnify and hold Buyer
harmless from and against any and all liabilities, costs,
losses or expenses, including reasonable attorneys’
fees, incurred or suffered by Buyer as a result of or in
connection with Seller’s breach of any of its obligations
hereunder.
b. Buyer agrees to indemnify and hold Seller
harmless from and against any and all liabilities, costs,
losses or expenses, including reasonable attorneys’
fees, incurred or suffered by Seller as a result of or in
connection with Buyer’s breach of any of its obligations
hereunder.
c. EXCEPT FOR SELLER’S OBLIGATIONS
UNDER PARAGRAPH 8(A), AND EXCEPT FOR
DAMAGES THAT ARE THE RESULT OF THE GROSS
NEGLIGENCE OR WILFUL MISCONDUCT OF A
PARTY, IN NO EVENT WILL EITHER PARTY BE
LIABLE TO THE OTHER PARTY OR ANY OTHER
PERSON FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, OR PUNITIVE DAMAGES,
INCLUDING ANY LOST PROFITS, DATA, GOODWILL,
OR BUSINESS OPPORTUNITY FOR ANY MATTER
RELATING TO THIS AGREEMENT.
9. MISCELLANEOUS.
a. This Agreement shall be governed by and
construed in accordance with the laws of the State of
California, without giving effect to its conflict of laws
provisions.
b. Disputes under this Agreement shall be settled
pursuant to binding arbitration under the rules of the
American Arbitration Association in Los Angeles,
California, before a single arbitrator. The prevailing party
will be entitled to reasonable attorney fees and costs.
b. This Agreement constitutes the entire
agreement among the parties with respect to the
transactions contemplated hereby and supersedes all
prior agreements, arrangements and undertakings
relating to the subject matter hereof.
c. Neither party may assign its rights or transfer
or delegate its obligations hereunder without the prior
written permission of the other party.
d. Buyer and Seller acknowledge that they are
each independent parties and neither shall be deemed
an agent or representative of the other or have authority
to bind the other in any manner