Terms and Conditions
The purpose of this agreement (the "Terms and Conditions") is to establish the terms and conditions under which Becker's Fabrication, Inc., a California corporation (the "Company"), will perform fabrication services for the party executing a purchase order issued pursuant to these Terms and Conditions (the "Customer"). The Company and the Customer agree as follows:
(1) Full payment for each order placed by the Customer or its agents is due within 30 calendar days after the date of the invoice and balances due after said 30th day are PAST DUE.
(2) Any discrepancies, shortages, claims or incorrect shipments shall be reported by telephone to the company IMMEDIATELY upon receipt, and in no event, later than 30 calendar days after receipt. The Company shall be responsible for curing said discrepancies ONLY if notified within said 30 calendar day period.
(3) Sketches, prints, copy, dummies, plates or dies, negative, positive, or other items, shall remain in possession of the Company unless otherwise agreed in writing.
(4) All orders unless otherwise specified, are subject to a 10% overrun charge or an under run adjustment as is the industry standard.
(5) Errors, omissions, or mistakes made by the Company will be corrected by the Company. At the Company's option, the Company will reprint the order or give credit for the portion of the order that has been invoiced and returned to the Company. No reprints will be made or returns accepted until the proper return merchandise authorization number has been issued by the Company’s management. The original order must be returned within 5 days after the reprinted order has been shipped to the Customer. The RMA number must be notated by the Customer on all correspondence, as well as the outside of the return package. Credit will be given at that time for the unused portion of the original order. The Company shall have no further liability for errors or omissions other than the replacement value. In any case, the legal and/or financial liability for errors, omissions or mistakes by the Company shall never exceed the invoice value of the order involved.
(6) The person(s) executing the purchase order issued pursuant to these Terms and Conditions represents and warrants that he or she is authorized and empowered to execute the purchase order on behalf of, or as the agent for, the Customer.
(7) If any legal action is instituted to enforce any provision of this agreement between the parties, the parties agree that (i) the venue for any such action shall be in Orange County, California, and (ii) the prevailing party shall be entitled to recover its attorney’s fees, costs and reasonable expenses incurred in such action. California law shall govern the agreement between parties.
(8) Unless otherwise specified, the price quoted is for single shipment, without storage, F.O.B. printer’s platform. Proposals are based on continuous and uninterrupted delivery of complete order, unless specifications distinctly state otherwise. Charges related to delivery from the Customer to printer, or from the Customer’s supplier to printer, are not included in any quotations unless specified. Special priority pickup or delivery service will be provided at current rates upon the Customer’s request. Materials delivered from the Customer or its suppliers are verified with delivery of quantities indicated on such tickets and the company cannot accept liability for shortage based on supplier’s tickets. Title for finished work shall pass to the Customer upon delivery to carrier at the shipping point or upon mailing of invoices for finished work, whichever occurs first.
(9) The Customer may cancel its order prior to title passing to the Customer pursuant to paragraph (8) hereof by delivering written notice of its cancellation to the Company provided, however, that in the event of such cancellation, the Customer agrees to purchase from the Company: (i) all work completed by the Company prior to the Company’s receipt of the Customer’s written notice of cancellation; (ii) all of the Company’s work in progress at the time the Company receives the Customer’s notice of cancellation; and (iii) the Company’s inventory of raw materials and packaging materials unique to the manufacture of the Customer’s order, at the Company’s cost of obtaining such raw materials and packaging materials. Notwithstanding the foregoing, the Customer’s repurchase obligations hereunder shall be limited to the total amount payable by the Customer pursuant to the fully completed order. The Customer agrees that, if the Company has entered into any third-party supply agreement in connection with the Customer’s order, the Customer shall be obligated to assume the Company’s obligations under such third-party supply agreement or reimburse the Company for any costs related to termination of such third-party supply agreement, which assumptions and which costs shall be in addition to the Customer’s purchase obligations set forth herein. Within 30 days after receipt of the Customer’s notice of cancellation, the Company shall deliver to the Customer an invoice setting forth all amounts payable by the Customer and all obligations to be assumed by the Customer pursuant to this paragraph (9). The Customer shall pay all amounts and assume all obligations within 30 days after receipt of the invoice.