Geographics, INC.

The following are the terms and conditions under which Geographics, Inc. accepts all orders, unless otherwise agreed to in writing.

  1. Quotations: This quotation is subject to acceptance within ten days. A quotation not accepted within 10 days is subject to review. All prices quoted herein are based upon materials and labor cost at the time of quotation. Prices for subsequent reprints are subject to change due to possible increases or decreases in material or labor cost.

  2. Paper availability: Paper prices listed are based upon current price quotations and are subject to revisions as relate to price quotations and are subject to revisions as relate to price, weight, grade and availability at time of placing an order and possible further adjustments after placement of an order due to the supplier, mill or manufacturer changing its previously quoted price to Geographics from the time that the said supplier, mill or manufacturer accepts the order until the time that it ships.

  3. Orders: Orders shall be given and accepted on the basis of our quotation and only in writing. Orders cannot be cancelled except upon terms that will properly compensate Geographics Inc. for materials, labor and services that it has provided and expended. Payment for said materials, labor, and services shall be made to Geographics within a reasonable time, as determined by Geographics, after the work in progress has been stopped.

  4. Creative work: Creative work such as sketches, copy, dummies art work, drawings, engravings, and all preparatory work created, developed and furnished by Geographics shall remain its exclusive property and no use of same shall be made, nor any ideas obtained there from be used, except upon compensation to Geographics as determined by it.

  5. Experimental work: Experimental or preliminary work performed at the customer's request will be charged for at current rates and may not be used until Geographics has been reimburse in full in the amount of the charges billed.

  6. Type Plates, film et al: Type plates, including lithographic plates, film, negatives, positive and other items when produced or supplied by Geographics for this order, whether from Geographics designs or from designs furnished by the customer, shall remain the exclusive property of Geographics and may be retained by Geographics unless otherwise specified in the proposal or agreed to by the parties in writing. Geographics will charge at current rates for all type and metal held standing at customer's order. The rate schedule for said charges will be quoted upon customer's request.

  7. Condition of art work, photographs, engravings et al: Artwork, photographs, engravings or any other materials furnished by the purchaser to Geographics shall be in such proper condition so as to be used without any additional expense for preparation or conditioning by Geographics. If such expenses are necessary, they will be the responsibility of the purchaser. Geographics will inform customer in advance as to what it expects the additional preparation expense to be.

  8. Condition of copy: All copies shall be legible and in condition suitable for efficient use. If the copy provided by purchaser is not in such a usable condition, additional charges may be made by Geographics for such conditioning and preparation. No such charges will be made, however, without agreement by the purchaser.

  9. Color proofs: A reasonable variation in color between color proofs and the completed job shall constitute acceptable delivery, because of differences in equipment, processing paper, pigments, and other conditions between color proofing and production press room operations.

  10. Proofs: Proofs of type, art work and other materials to be reproduced will be submitted to the customer in various forms, including galley proofs, paste ups, brown prints, color keys, press proofs, etc., depending upon which is suitable for accurate checking. Corrections are to be made on a master set of proofs, returned marked "okay" or "okay with corrections" and signed by the customer. If revised proofs are desired, customer must request same when the proofs are returned.

    Printer cannot be held responsible for errors under any or all of the following conditions, if the work is printed per customer's okay; if any changes are communicated verbally; if the customer has not ordered proofs; if the customer has failed to return proofs with indication of changes; or if the customer has instructed printer to proceed without submission of proofs.

    Every effort will be made by the printer to proof read and eliminate errors, but the final responsibility for checking for errors on proofs rests with the customer.

  11. Additional proofs: One or two proofs as may be required will be submitted with the original copy. Additional proofs are subject to extra charge.

  12. Alterations: Alterations represent work performed in addition the original specifications. Such additional work shall be charged at current rates and will be supported with documentation upon request.

  13. Overruns and underruns: Overruns and underruns not exceeding 10 percent of the quantities ordered shall constitute an acceptable delivery. Any excess or deficiency shall be charged or credited to the customer proportionately.

  14. Storage: Unless otherwise specified the prices in this proposal contain no charge for storage of finished goods. If the customer wishes to postpone delivery of the finished goods beyond the dates specified in the production schedule, Geographics may charge for storage.

  15. Default or delay: Geographics shall not be liable for any default or delay in performance caused wholly or partly by fire, accident, strikes, floods, shortage of labor or materials, or by any cause not included in the foregoing which is beyond the control of Geographics.

  16. Customer's property: Geographics may charge at its current rates for handling and storing customer's stock or printed matter, held more than thirty days. Risk of loss or damage to customer's property stored with Geographics shall remain with the customer and Geographics shall not be liable for any loss or damage thereto caused by fire, water leakage, theft, negligence, insects, rodents or any other cause beyond Geographics control. It is understood that the gratuitous storage of customer's property is solely for the benefit of the customer.

    Should customer specifically pay Geographics a rental for storage space used, then Geographics agrees to be responsible for loss or damage to customer's property within agreed upon depreciated values. Should customer store property of extra-ordinary value with Geographics, customer shall alert Geographics to the items in question and customer and Geographics shall jointly make arrangements for insurance of said property.

  17. Production schedules: Production and delivery schedules will be established and adhered to by customer and Geographics provided that neither shall incur any liability or penalty for delays due to state of war, riots, civil disorder, fire, labor trouble, strikes, accidents, energy failure, equipment breakdown, delays of suppliers or carriers, actions of government or civil authority and acts of God or other causes beyond the control of customer or Geographics. Production schedules shall vary in such cases where proofs are not promptly okayed by customer or are returned with changes or alterations that require additional time and work. Where production schedules are not adhered to by the customer, final delivery dates will be subject to renegotiation.

  18. Customer Furnished Material: Paper stock, inks, camera copy, film, color separations and other customer furnished materials shall be manufactured, packed and delivered to Geographics' specifications. Additional cost due to delays or impaired production caused by specification deficiencies shall be charged to customer.

  19. Delivery: Unless otherwise specified, the price quoted herein is for single shipment without storage, F.O.B. local customer's place of business or F.O.B. Geographics platform. Shipments by common carrier will be made via a common carrier selected by Geographics, unless designated by customer. Title and responsibility for finished work shall pass to the customer upon delivery to a common carrier at a shipping point by Geographics, or upon mailing of invoices for finished work, whichever occurs first.

  20. Payment Terms: All prices shall be paid in net cash within thirty days of local delivery or F.O.B. delivery Atlanta Georgia, unless otherwise specified herein. Unpaid balances after thirty days are subject to a service charge of one and one half percent per month.

  21. Credit: Geographics may withdraw this offer in its entirety without any obligation whatsoever if customers' credit is not established or approved to Geographics satisfaction.

  22. Taxes: Local sales taxes are not included in this quotation unless otherwise specified. All local state and federal taxes are to be added to the quoted amounts.

  23. Claims: Claims for defects, damages, or shortages must be made by the customer in writing within a period of fifteen days after delivery of all or any part of the order. Failure to make such a claim within the stated period shall constitute irrevocable acceptance and an admission that Geographics has fully complied with the terms, conditions and specifications herein.

  24. Indemnification: The customer shall indemnify and hold harmless Geographics from and against any and all loss, cost expense, and damages (including court costs and reasonable attorneys fees) on account of any and all manner of claims, demands, actions and proceedings that may be instituted against Geographics on grounds alleging that said printing violates any copyrights or any proprietary right of any person, or that it contains any matter that is libelous or obscene or scandalous or invades any person's right to privacy or other personal rights, except to the extent that Geographics contributed to the matter. The customer agrees at the customer's own expense to promptly defend and continue the defense of any such claim, demand, action or proceeding that may be brought against Geographics, provided that Geographics shall promptly notify the customer with respect thereto; and provided further that Geographics shall give the customer such reasonable time as the exigencies of the situation may permit in which to undertake and continue the defense thereof.

  25. Liability: Geographics' liability shall be limited to the stated selling price herein of any alleged defective goods, and shall in no event include special or consequential damages, including profits (or profits lost). As security for the payment of any sum due or to become due under terms of any agreement, Geographics shall have the right, if necessary, to retain possession of and shall have a lien on all customer property in Geographics' possession including work in progress and finished work. The extension of credit or the acceptance of notes, trade acceptance or guaranty of payment shall not effect such security interest and lien.

  26. Entire agreement: Governing Law: No verbal agreements have been made between the parties hereto and it is expressly understood that this accepted written quotation constitutes the entire agreement between the customer and Geographics and shall not be modified except as by a specific further writing signed by both the customer and Geographics. The customer and Geographics agree that this agreement is made pursuant to and shall be governed by the laws of the State of Georgia.