I authorize “Repco Solutions” to charge the credit card indicated in this web form for the noted amount on Invoice and on today’s date. This payment is for “Products and Services. I certify that I am an authorized user of this credit card and that I will not dispute the payment with my credit card company, so long as the transaction corresponds to the terms indicated in this web form.
1. Definitions. The term “Repco” shall mean Repco Printers & Lithographers, Inc. The term “Purchaser” shall mean the person or entity listed above as the Purchaser. The “Sales Order” shall mean the work to be performed by Repco as specifically set forth above.
2. Prices. Unless otherwise stated, prices are F.O.B. Repco’s St. Louis, Missouri warehouse based on current price lists and subject to adjustment at time of shipment, in the form of a surcharge. Purchaser shall pay any applicable sales, use or other local tax. Special loading, crating, painting or packing, when specified by the Purchaser, is to be charged at additional cost. Repco reserves the right, unless otherwise agreed in writing, to amend the prices listed on the Sales Order on or at any time after the date hereof if Purchaser changes specification or supplies additional information or to meet any rise in the costs of Repco.
3. Experimental Work. Experimental or preliminary work performed at Purchaser’s request will be charged to the Purchaser at Repco’s current rates. This work cannot be used without Repco’s written consent.
4. Preparatory Materials. Art work, type, plates, negatives, positives, dies, tapes, disks, and all other items supplied by Repco remain Repco’s exclusive property.
5. Electronic Manuscript or Image. It is the Purchaser’s responsibility to maintain a copy of the original file. Repco is not responsible for accidental damage to material supplied by the Purchaser or for the accuracy of furnished input or final output. Until digital input can be evaluated by Repco, no claims or promises are made about Repco’s ability to work with jobs submitted in digital format and no liability is assumed for problems that may arise. Any additional translating, editing, or programming needed to utilize Purchaser-supplied files will be charged at prevailing rates.
6. Alterations and Corrections. Purchaser alterations include all work performed in addition to the original specifications. All changes shall be requested in writing and shall be subject to an additional charge at Repco’s current rates.
7. Prepress Proofs. Repco will submit prepress proofs along with original copy for the Purchaser’s review and approval. Corrections will be returned to Repco on a “master set” marked “O.K.,” “O.K. with Corrections,” “Revised Proofs Required” and signed by the Purchaser. Until the master set is received, no additional work will be performed. Repco will not be responsible for undetected production errors if: proofs are not required by the Purchaser; the work is printed per the Purchaser’s O.K.; requests for changes are communicated orally.
8. Press Proofs. Press proofs will not be furnished unless they have been required in writing in Repco’s quotation. A press sheet can be submitted for the Purchaser’s approval as long as the Purchaser is present at the press make-ready. Any press time lost or alterations/corrections made because of the Purchaser’s delay or change of mind will be charged at Repco’s current rates.
9. Color Proofing and Color Match. Because of differences in equipment, paper, inks, and other conditions between color proofing and production pressroom operation, a reasonable variation in color between color proofs and the completed job is to be expected. When variation of this kind occurs, it will be considered acceptable performance. Repco will use the Pantone Matching System as standard color inks on any order unless indicated otherwise. Repco shall make reasonable efforts, but an absolute match will not be guaranteed.
10. Over-runs and Under-runs. On all manufacturing orders a variation in quantity either way not to exceed 10% on orders shall be accepted as fulfillment of the order. If the Purchaser requires a guaranteed quantity, the percentage of tolerance must have been stated at the time of quotation and listed in this Sales Order.
11. Purchaser’s Property. Repco will only maintain fire and extended coverage on property belonging to the Purchaser while the property is in Repco’s possession. Repco’s liability for this property will not exceed the amount recoverable from the insurance. Additional insurance coverage may be obtained if it is requested in writing, and if the premium is paid in advance to Repco.
12. Delivery. Unless otherwise specified, the price listed on the Sales Order is for a single shipment, without storage, F.O.B. Repco’s platform. The price listed on the Sales Order is based on continuous and uninterrupted delivery of the complete order. Charges for delivery of materials and supplies from the Purchaser to Repco, or from the Purchaser’s supplier to Repco, are not included in the price listed on the Sales Order unless specified. Unless otherwise agreed to, all shipping and transportation charges for materials supplied to Repco and all shipping and transportation charges for work in progress, materials and completed work to points or receivers designated by the Purchaser are the responsibility of the Purchaser. If the specifications state otherwise, Repco will charge a handling charge. Handling charges are not a pass through of expense, but may include duties, customs, administrative, handling, delivery, fax, fuel or other surcharges accordingly at current rates. Materials delivered from the Purchaser or the Purchaser’s suppliers are verified with delivery tickets as to cartons, packages, weight, or items shown only. The accuracy of quantities indicated on such tickets cannot be verified, and Repco cannot and will not accept liability based on supplier delivery tickets. Repco is not liable for any costs incurred as a result of late delivery, damage or erroneous contents. Title for finished work passes to the Purchaser upon delivery to the carrier at shipping point or upon mailing of invoices for the finished work or a portion thereof, whichever comes first.
13. Production Schedules and Force Majeure. Production schedules will be established and followed by both the Purchaser and Repco. Repco shall not be liable for nonperformance or delay in performance due wholly or partially to any cause beyond its control, including, without limitation, action or failure of the government to act where action is required, strikes or other labor troubles, fire, flood, or other acts of God (“Force Majeure”). Upon the occurrence of any Force Majeure, the Repco may suspend or reduce deliveries during the period of the Force Majeure and the total quantities deliverable by Repco to Purchaser shall be reduced by the quantities so omitted during said period.
14. Purchaser-Furnished Materials. Materials furnished by Purchaser or their suppliers are verified by delivery tickets. Repco bears no responsibility for discrepancies between delivery tickets and actual counts. Purchaser-supplied paper must be delivered according to specifications furnished by Repco. These specifications will include correct weight, thickness, and other technical requirements. Artwork, film, color separations, special dies, tapes, disks, or other materials furnished by the Purchaser must be usable by Repco without alteration or repair. Items not meeting this requirement will be changed by Repco for an additional charge at Repco’s current rates.
15. Outside Purchases. Unless otherwise agreed in writing, all outside purchases requested or authorized by the Purchaser are chargeable to the Purchaser.
16. Terms, Claims and Liens. Payment is net cash upon receipt of invoice. Claims for defects, damages, or shortages must be made by the Purchaser in writing no later than 5 calendar days after delivery. If no such claim is made, Purchaser is deemed to have agreed that the job has been completed and accepted. By accepting the job, the Purchaser acknowledges that Repco’s performance has fully satisfied all terms, conditions, and specifications. As security for payment of any sum due under the terms of the Sales Order, Repco has the right to hold and place a lien on all Purchaser property in Repco’s possession. This right applies even if credit has been made, or payment has been guaranteed. Any amount not paid when due will bear interest at the maximum prevailing stated rate from the due date until paid. Title to all work remains with Repco until all invoices and additional charges have been paid in full. If payment is not made, the Purchaser is liable for all collection costs incurred.
17. Limitation of Liability and Disclaimer of Warranties. The liability of Repco with respect to any contract with Purchaser shall not exceed the contract price actually paid by Purchaser. This limitation of liability shall apply to any work performed in connection with the Sales Order, including but not limited to claims regarding performance, breach of the contract, claims regarding manufacture, sale, delivery or use of the products furnished under the Sales Order, whether such claims are in contract, tort or otherwise. Repco shall not be liable in contract, in tort or otherwise, for special, indirect, incidental or consequential damages, such as, but not limited to, damage to or loss of other property or equipment, loss of use of any property or equipment, loss of profits or revenue, loss of capital or claims for business interruption of Purchaser or otherwise.
(a) Disclaimer of Express Warranties. Repco warrants that the work is as described in the Sales Order. The Purchaser understands that all sketches, copy, dummies, and preparatory work shown to the Purchaser are intended only to illustrate the general type and quality of the work. They are not intended to represent the actual work performed.
(b) Disclaimer of Implied Warranties. Repco warrants only that the work will conform to the description contained in the Sales Order. Repco’s maximum liability, whether by negligence, contract, or otherwise, will not exceed the return of the amount invoiced for the work in dispute. Under no circumstances will Repco be liable for specific, individual, or consequential damages.
18. Purchaser’s Indemnification of Repco. Purchaser agrees to indemnify and hold Repco harmless from and against any damages, expenses and costs incurred or suffered by Repco by reason of claims or demands against Repco arising out of or in any way connected with the work performed hereunder and breach of any of Purchaser’s warranties contained in this paragraph.
(a) Copyrights. The Purchaser warrants that the subject matter to be printed is not copyrighted by a third party. The Purchaser also recognizes that because subject matter does not have to bear a copyright notice in order to be protected by copyright law, absence of such notice does not necessarily assure a right to reproduce. The Purchaser further warrants that no copyright notice has been removed from any material used in preparing the subject matter for reproduction. To support these warranties, the Purchaser agrees to indemnify and hold Repco harmless for all liability, damages and attorneys’ fees that may be incurred in any legal action connected with copyright infringement involving the work produced or provided.
(b) Personal or Economic Rights. The Purchaser warrants that the work does not contain anything that is libelous, scandalous and does not threaten anyone’s right to privacy or any other personal or economic right. The Purchaser will, at the Purchaser’s sole expense, pay all of Repco’s attorneys’ fees and all other costs and expenses in all legal actions on these grounds as long as Repco promptly notifies the Purchaser of the legal action. Repco reserves the right to use its sole discretion in refusing to print anything Repco deems illegal, libelous, scandalous, improper or infringing upon copyright law.
19. Storage. Repco will retain intermediate materials until the related end product has been accepted by the Purchaser. If requested by the Purchaser, intermediate materials will be stored for an additional period at additional charge. Repco is not liable for any loss or damage to stored material beyond what is recoverable by Repco’s fire and extended insurance coverage.
20. Taxes. All amounts due for taxes and assessments will be added to the Purchaser’s invoice and are the responsibility of the Purchaser. No tax exemption will be granted unless the Purchaser’s “Exemption Certificates” (or other official proof of exemption) accompanies the Sales Order. If, after the Purchaser has paid the invoice, it is determined that more tax is due, then the Purchaser must promptly remit the required taxes to the taxing authority, or immediately reimburse Repco for any additional taxes paid.
21. General Terms. Any technical advice or statements by Repco personnel, whether oral or written, regarding performance, capacity or condition of Repco’s equipment are made in good faith based upon Repco’s observation experience and judgment and shall not in any case constitute a basis of any claim against Repco. Any contract with Purchaser shall be deemed to have been made in Missouri, and shall be governed by the law of the State of Missouri. The parties expressly agree that any legal action of any kind filed regarding this contract, including claims of breach of contract, shall only be brought in the Circuit Court for the County of St. Louis, State of Missouri, and that each party specifically waives the right to a jury trial and waives any objection to personal jurisdiction and venue and agrees to be subject to the jurisdiction of the Circuit Court of the County of St. Louis, State of Missouri.
22. Attorneys’ Fees. In the event Repco is required to retain counsel in order to enforce any of the provisions of this Sales Order, Purchaser agrees in the event Repco prevails, to pay Repco its reasonable attorneys; fees and costs of litigation.
23. Telecommunications. Unless otherwise agreed, the Purchaser will pay for all transmission charges. Repco is not responsible for any errors, omissions, or extra costs resulting from faults in the transmission.