STANDARD TERMS & CONDITIONS

PROPOSAL

1. Quote: Pricing, including applicable taxes, contained in the quote for products, services and scope of work (the “Products”) to be provided by Interstate Graphics, Inc. (the “Company”) set forth on page 1 (the “Project”) shall be valid for seven (7) days from the date hereof (the “Proposal”). Any revision to the Products, services and scope of work will require a new proposal and quote from Company. The Proposal is governed by the Terms set forth in this Contract, which are hereby incorporated into the Proposal and PO (defined below) by reference.
2. Acceptance of Proposal: Customer will be deemed to have accepted the Proposal by providing a Purchase Order (“PO”) to Company. Upon receipt of the PO, Company’s completion of the Project is subject to the terms of this Contract.
3. Proof and Design: Upon receipt of a design from Customer to complete the scope of work set forth in the Proposal, Company will prepare a proof for Customer’s review and approval. Adjustments to the design and/or proof will be made at Customer’s written direction. Excessive adjustments or changes to the design/proof may result in longer lead times and additional costs to Customer. All designs used by Company are custom designs based on specifications, direction, colors, size, and dimensions provided by Customer. Company will not create any designs for Customer. Company is not responsible for any design errors, mistakes, editing errors, oversights, or other issues related to the design.
4. Lead Time: Upon receipt of the PO, the lead time for completion of production and delivery will be provided by Company. Lead time varies according to the Project.

AGREEMENT FOR PURCHASE OF PRODUCTS: Customer agrees to purchase from Company, and Company agrees to sell and deliver to Customer, the Products specified in the PO, in accordance with the following standard terms and conditions of Company, which are hereby incorporated into the Project (the “Terms”). The parties agree that for purposes of this Project, and any future project, the relationship between Customer and Company and obligations of the parties are governed by the Terms.

1. Contract; Binding; Modification; Cancellation: Customer’s issuance of a PO and acceptance of the Proposal and the Terms set forth herein hereby create a legally valid and binding contract between Customer and Company for the completion of the Project (the “Contract”). The Contract represents the final, complete, and exclusive statement of agreement between the parties with respect to the subject matter hereof and may not be modified, supplemented, or waived, except in writing signed by both Company and Customer. Company hereby objects to the inclusion of any terms or conditions that are different than the Terms of this Contract, unless set forth in a valid amendment. This Contract is non-cancelable without written approval of both parties. Customer must read this document carefully and immediately notify Company in writing of any disagreement with any stated term. Failure to immediately notify Company of any objection to the terms of the Proposal, Terms and/or Contract; failure to provide such objection constitutes Customer’s confirmation that the Proposal, Terms and/or Contract are acceptable.
2. Fixed Quantity: This Contract confirms a fixed quantity amount. Any Product ordered in excess of the fixed quantity will be priced at Company’s discretion.
3. No Return Policy; Refusal of Delivery: The Products created by Company as set forth in the Proposal and accepted by Customer are non-returnable and non-refundable. Customer understands and acknowledges that Company, in reliance on this Contract, has or will obligate itself to purchase materials, equipment and other items necessary to create the Products for delivery on the date(s) requested by Customer.
4. Acceptance: Customer’s receipt of any Product delivered hereunder shall be an unqualified acceptance of, and waiver by Customer of any and all claims with respect to, such Product unless Customer gives Company notice of claim within two (2) days after such receipt. Notice by Customer under this provision is only effective if written objection is received by Company within the time period provided in this section. Company shall not be responsible for any claims with are not made in accordance with the provision of this section. All Products claimed as nonconforming for whatever reason shall be properly protected and held intact by Customer until settlement is made. Company reserves the right to reject unconditionally any unauthorized return of Product. Customer assumes all risk and liability from the results obtained by the use of any Product delivered hereunder.
5. Delays: Company shall not be liable for any delay in the performance of orders, or in the delivery or shipment of Products, or for any damages suffered by Customer by reason of such delay, if such delay is, directly or indirectly, caused by, or any manner arises from, any event defined in Section 12 below, or any other cause beyond Company’s reasonable control.
6. Product Condition: It shall be the duty of Customer to ascertain any loss of, or damage to, the Product at the time of unloading at Customer’s location and within five (5) days thereafter to furnish Company with complete proof of such loss or damage. Any claim not made within that time period will be deemed to be waived.
7. Payment: Full payment for the Project must be received from Customer no later than thirty (30) days of performance by Company. All payments shall be made in U.S. Dollars. In the event the purchase price of the Product is not paid according to the final due date, interest equal to the maximum amount allowed by law shall be assessed and due on the unpaid balance until payment is received in full by Company and credited to Customer’s account. All payments made by Customer will be applied as provided for in remittance advice furnished by Customer to Company; provided, however, and notwithstanding any other provision herein or in any other agreement to the contrary, Customer acknowledges and agrees that Company shall have the continuing right to apply any and all amounts held by Company, and representing a credit balance of Customer pursuant to a prepayment of this Contract, to and as an offset against any and all past-due amounts) owing by Customer to Company, pursuant to a separate credit agreement, or otherwise. In the event Customer does not provide remittance advice, payments will be applied as Company deems appropriate, in its sole discretion. In the event Customer fails to make payments as required, the account may be considered by Company, at its option, to be in default and Customer shall be responsible for the payment of all costs of collection, including reasonable attorneys’ fees and court costs.
8. Pre-payment: From time to time, Company may allow Customer to prepay for Products and services provided by Company. Prepay funds are recorded as a credit on a Customer’s account. Prepayments can only be used towards Products and/or services rendered to Customer by Company. Company has the right to offset any past due invoices with prepayment funds in which the prepayment is listed and/or on any account that in past normal business practice, payments and/or invoices have been moved between the accounts. This would include but not limited to other accounts guaranteed by Customer in which the prepayment and/or payment is listed. Customer may request a return of a credit balance if there are no outstanding invoices. A return of funds may take up to 2 weeks to process.
9. Waiver: The waiver of any of the Terms of this Contract by either party will not be a waiver of any subsequent failure to comply fully with or perform the same or any other term of this Contract.
10. Confidential Terms; Advertising. The parties agree to keep confidential the scope of the Project and pricing for the Project as set forth in the Proposal. The parties may share the Products on their respective social media pages and in advertisements for their business.
11. Force Majeure: Neither party shall be liable for delay in its performance when such delay is due to unforeseen causes beyond its reasonable control and without its fault or negligence, including but not limited to acts of God, acts of the public enemy, war, governmental action of any kind including governmental interference or embargoes, weather conditions, epidemics, quarantine restrictions, transportation shortages, embargoes, lockdowns, strikes, labor difficulties, shortage of labor, pandemics, state or federal health emergencies, plant breakdowns, shortage of fuel or other types of energy or materials or supplies, fires, floods, accidents, civil unrest, or any other causes reasonably beyond either party’s control. Should any of the foregoing occur, the aggrieved party’s performance may be extended for a time equivalent to the delay. Nothing in this provision shall excuse Customer from its obligation to make timely payment hereunder.
12. Assignment: This Contract cannot be assigned without the express written consent of both parties. This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
13. Applicable Law: This Contract shall be governed by, and construed in accordance with, the laws of the State of Illinois. Jurisdiction for any court proceedings arising out of, or related to, this Contract shall lie exclusively in the courts of Winnebago County, Illinois. Should litigation arise, the prevailing party is entitled to recover all costs of collection, including reasonable attorney’s fees and costs.
14. DISCLAIMER OF WARRANTIES. COMPANY MAKES NO WARRANTIES, GUARANTEES, OR REPRESNTATIONS, EXPRESS OF IMPLIED, THAT EXTEND BEYOND ANY WRITTEN LIMITED WARRANTIES WHICH ACCOMPANY THE PRODUCT PURCHASED HEREUNDER. WITHOUT LIMITING THE PRECEDING, COMPANY EXPLICITLY DISCLAIMS ALL WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND TO CUSTOMER, WHETHER EXPRESS OF IMPLIED, OR BY USAGE OR TRADE, STATUTORY OR OTHERWISE, WITH REGARD TO THE PRODUCT SOLD, INCLUDING, BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE AND ELEIBILITY OF THE PRODUCT FOR ANY PARTICULAR TRADE USAGE.
15. DAMAGES, LIMITATION & INDEMNIFICAITON. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, ONSEQUENTIAL, PUNITIVE OR SIMILAR DAMAGES OF ANY KIND ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO TOEHR PARTY ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ANY LCAIM HEREUNDER, WHETHER FOR BREACH OF ANY WARRANTY, FOR BREACH OR REPUDIATION OF ANY OTHER TERM OR CONDITION OF THIS AGREEMENT OR ANY RELATED ENGAGTEMENT LETTER OR OTHER WRITING, FOR NEGLIGENCE, ON THE BASIS OF STRICT LIABILITY, OR OTHERWISE. NO LIABILITY HEREUNDER SHALL BE ASSESSED UNLESS ANY LOSS, DAMAGE, INJURY OR OTHER CLAIMS IS REPORTED TO COMPANY IN WRITING WITHIN THIRTY (30) DAYS AFTER APPLICATION OR DISCOVERY (WHICHEVER COMES FIRST), AND THE FAILURE TO GIVE NOTICE OF ANY CLAIM WITHIN SUCH PERIOD SHALL CONSTITUTE AN ABSOLUTE AND UNCONDITIONAL WAIVER OF SUCH CLAIM.
16. Insolvency: Customer represents that Customer is not insolvent, and Company has relied on such representations. In the event Customer’s condition, financial or otherwise, is unsatisfactory to Company, Customer breathes this Contract; Customer is dissolved or liquidated, merges, consolidates, or transfers a substantial part of its property; or all or a controlling portion of Customers capital stock is sold; Company may, in addition to all other remedies available to it, (a) terminate this Contract and all other contracts between Customer and Company, and no rights or remedies against Company shall accrue to Customer on account of such terminations, (b) require Customer to provide adequate assurance of performance including such payment of other security as Company, in its sole discretion, may specify. If Customer breaches this Contract as to any installment, Company may declare all future performance of this Contract by Customer to be due and Company may then terminate this Contract.
17. Conditions Affecting Company: All orders are accepted with the understanding that they are subject to Company’s ability to obtain the necessary materials or Products, thereto are subject to Company’s current manufacturer/distribution schedules, government regulations, orders, directives, and restrictions that may be in effect from time to time.
18. Electronic Signature: The parties agree that agreements between the parties may be electronically signed. The parties agree that electronic signatures appearing on this Contract are legally the same weight and effect as handwritten signatures for the purposes of enforcement and admissibility. Notice to either party may also be sent electronically by email.
19. Controlling Provisions; Severability: The terms of this Contract supersede any provisions, terms, and conditions of any prior agreement of the parties. If any term or provision of this Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term, provision of this Contract, invalidate, or render unenforceable such term or provision in any other jurisdiction.