Terms and Conditions of Sale
PRICE: All prices unless agreed otherwise in writing and signed by an authorized employee of the Angelus Pacific Company are F.O.B. the Angelus Pacific Company plant. Orders will be filled at the publishers prices in effect at the date of order entry or at the price stated in prior bids in effect at the date of order entry and submitted in writing by an authorized employee of the Angelus Pacific Company. Published prices are subject to change without notice.
OPEN ACCOUNT TERMS: The net amount of the billing is payable within 30 days of the following invoice date. Invoices not paid within 30 days shall thereafter bear monthly service charges at the rate of one (1) percent per month on the unpaid balance until paid in full. It, in the opinion of The Angelus Pacific Company, the purchaser’s financial condition, payment performance or supporting information do not justly open account terms, The Angelus Pacific Company reserves the right to request advanced payment.
BIDS: Bid prices must be submitted in writing under the signature of an authorized employee of The Angelus Pacific Company. Unless specified otherwise all bids are void after sixty days.
ACCEPTANCE: The Angelus Pacific Company retains the right to refuse or accept all orders including those made in response to bids depending on material availability, workload at the time of order receipt and other unforeseen circumstances.
QUANTITES SHIPPED AND BILLED: On all orders for CUSTOM items, it is agreed that The Angelus Pacific Company shall have the right to ship and bill 10% over and under the order quantity and such an order shall be deemed complete. On all orders for STANDARD items, it is agreed that The Angelus Pacific Company shall have the right to ship and bill for 10% less than ordered on such an order shall be deemed complete.
SHIPMENTS: Title and the risk of loss to all products purchased shall pass to the PURCHASER upon delivery by The Angelus Pacific Company to a carrier regardless of the freight terms stated in the order or the method of payment for transportation charges. The Angelus Pacific Company reserves the right to specify the routing on all shipments.
INSURANCE: The Angelus Pacific Company reserves the right to insure all shipments to the value of the order and thereafter bill the purchaser for the added cost. Payments made to The Angelus Pacific Company as a result of claims shall be posted to the account of customer billed for the insurance.
TAXES: The amount of any present or future Federal, California, State, or Local California taxes applicable to The Angelus Pacific Company product shall be added to the price and paid by the purchaser unless the purchaser provides The Angelus Pacific Company with a valid exemption certificate acceptable to The Angelus Pacific Company and the appropriate taxing authority. The Angelus Pacific Company does not collect taxes in states other than California. It is therefore agreed by the purchaser that the purchaser shall assume responsibility for payment and reporting of all taxes due within states other than California.
RETURNS: Products sold by The Angelus Pacific Company are returnable only after receipt of written authority of The Angelus Pacific Company.
CANCELLATION: Orders cannot be cancelled except on terms that will fully compensate The Angelus Pacific Company against loss resulting from work already accomplished or from the purchase of specific materials essential to the order.
WARRANTY: All statements, technical information and recommendations about The Angelus Pacific Company products are based on tests made by raw material suppliers or The Angelus Pacific Company and are believed to be reliable but do not constitute a guarantee or warranty. ALL Angelus products are sold with the understanding that the purchaser has independently determined the suitability of each product for its purposes. Angelus products are warranted to be free of defects in material and workmanship for a period of one year from the date of the shipment. Any product shown to the satisfaction of The Angelus Pacific Company within the time provided to be so defective, shall be replaced without charge, or The Angelus Pacific Company may issue a credit in such an amount as is deemed reasonable. However, in no event shall The Angelus Pacific Company be responsible for claims beyond the replacement value of the defective product or in any way liable or responsible for consequential or incidental damages. It is agreed and understood that the degree of detail and perfection expected in the production of ANGELUS products shall be no greater than normally achieved in the industry. NO EXPRESS WARRENTIES AND NO IMPLIED WARRANTIES, WETHER OF MERCHNTABILITY OR FITNESS FOR ANY PARTICULAR USE, OR OTHERWISE, EXCEPT AS SET FORTH IN PARAGRAPG 11 (WHICH IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES) SHALL APPLY TO PRODUCTS SOLD BY THE ANGELUS PACIFIC COMPANY, THE ANGELUS PACIFIC COMPANY SPECIFICALLY DISCLAIMS AND EXCLUDEDS ALL OTHER SUCK WARRANTIES. NO WAVIER, ALTERATION, ADDITION, ORMODIFICATION OF THE FOREGOING CONDTIONS SHALL BE VAILD UNLESS MADE IN WRITING AND SIGNED BY AN EXCEUTIVE OFFICER OF THE ANGELUS PACIFIC COMPANY.
FORCE MAJEURE: The Angelus Pacific Company shall not be liable for any loss, damage, delay changes in shipment schedules or failure to deliver caused by accident, fire, strikes, riots, civil commotion, insurrection or the natural elements, embargoes, failure of carriers, inability to obtain transportation facilities, government requirements, acts of God or public enemy, prior orders from customers or limitations on The Angelus Pacific Company or its suppliers, or any other causes or contingencies beyond the control of The Angelus Pacific Company. The Angelus Pacific Company shall in no event be liable for consequential damages.
COMPLIANCE: All Angelus Pacific Company products are manufactured in compliance with all applicable requirements to the Fair Labor Standards Act, as amended, and all other applicable laws.
EQUAL OPPORTUNITY EMPLOYMENT & ADVANCMENT: The Angelus Pacific Company, by policy of its Board of Directors, offers EQUAL OPPURTUNTY EMPLOYMENT AND ADVANCEMNT without regard to race, creed, color, national origins, physical handicaps, chronological age or gender. Both the ability to do the job and history of past performance are the governing factors.
All work and proofs prepared by The Angelus Pacific Company remain the sole property of The Angelus Pacific Company until the completion of the order which shall in each case include the final printing, billing and payment in full. Thereafter The Angelus Pacific Company retains the right for the continued use and sale of its originated designs and/or artwork in both the original or modified form. Exceptions to the above must be made in writing and signed by an authorized employee of The Angelus Pacific Company and shall include special charges and arrangements to support the sale of The Angelus Pacific Company’s right’s to its designs. If ownership registration or protection of a design is desired, the purchaser must apply to the appropriate Federal or State authorities for the necessary copyrights, patents or other protections and the purchaser alone must pay the appropriate fees to the proper authority.
Purchasers submitting artwork to The Angelus Pacific Company for reproduction specifically agree to indemnify, defend and hold The Angelus Pacific Company harmless against and with respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including reasonable attorney’s fees, that The Angelus Pacific Company shall incur or suffer, which arise from, or relate to the reproductions of the design or modifications to the design submitted by the purchaser. This holds true even if the design is marked with a trademark or company insignia. By the act of placing the order the purchaser assures to The Angelus Pacific Company that the purchaser owns the design or has the legal right to authorize the Angelus Pacific Company to reproduce the design and print the names, words, titles and indicia requested.
Proofs submitted to the purchaser for approval and subsequently returned to The Angelus Pacific Company are considered to be correct and ready for production once the noted purchaser corrections have been made. Errors or omissions detected in the finished product, which were not noted on the proof, are the responsibility of the purchaser. Proofs, color separations, negatives, or any other materials used by The Angelus Pacific Company are not part of the product sale and remain the sole property of The Angelus Pacific Company.
RULER DIES THERMAL DIES & SPECIAL EQUIPMENT PURCHASES AND SPECIFICALLY BILLED TO THE CUSTOMER: Special production equipment such as the rule or heat dies specifically purchased and billed to a customer to complete an order shall be the property of the purchaser, but will normally be maintained on file by The Angelus Pacific Company for a period of one year. Thereafter the Angelus Pacific Company retains the right to dispose of the product at its own discretion. In lieu of storage fee the purchaser agrees that The Angelus Pacific Company may use the item for other customers as long as the equipment is retained in a useable condition.
SEVERABLITY: Each paragraph and provision hereof is severable and if any provisions held invalid or unenforceable the remainder shall nevertheless remain in full; force and effect.
CHOICE OF LAW: This contract shall be governed by and construed in accordance with the laws of the State of California.
MODIFICATIONS HERETO: No salesman, representative or agent to The Angelus Pacific Company is authorized to give any guarantee, warranty or make any representation contrary to the above.
ATTORNEY’S FEES: In any action at law or in equity, including an action for declaratory relief, brought to interpret or enforce the provisions of this agreement, the prevailing party shall be entitled, in addition to such other relief as may be granted, to a reasonable attorney’s fee and costs which may be set by the court in the same action or in a separate action brought for that purpose.