TERMS AND CONDITIONS

BUYER ACCEPTANCE OF TERMS AND CONDITIONS

BUYER’S ACCEPTANCE OF, AND AGREEMENT TO BE LEGALLY BOUND BY, THESE TERMS AND CONDITIONS SHALL BE CONCLUSIVELY DEEMED TO OCCUR UPON THE EARLIEST OF THE FOLLOWING ACTIONS BY BUYER, EACH OF WHICH SHALL CONSTITUTE BUYER’S AFFIRMATIVE MANIFESTATION OF ASSENT:

(A) SUBMITTING, TRANSMITTING, OR OTHERWISE PROVIDING TO HEETER ANY SPECIFICATIONS, DATA, MATERIALS, INSTRUCTIONS, APPROVALS, OR OTHER INFORMATION REQUIRED FOR HEETER TO PERFORM THE WORK;

(B) PLACING, CONFIRMING, OR AUTHORIZING ANY ORDER FOR THE WORK, WHETHER ORALLY, ELECTRONICALLY, OR IN WRITING;

(C) ENGAGING IN, DIRECTING, OR PERMITTING ANY COOPERATION WITH HEETER IN CONNECTION WITH THE PERFORMANCE, SCHEDULING, MODIFICATION, OR DELIVERY OF THE WORK;

(D) ACCEPTING, USING, OR BENEFITING FROM ANY PORTION OF THE WORK, INCLUDING BY REVIEWING PROOFS, APPROVING DRAFTS, OR ACCEPTING DELIVERY OF ANY PRODUCTS OR SERVICES; OR

(E) CONTINUING TO COMMUNICATE WITH HEETER REGARDING THE WORK AFTER BEING PROVIDED ACCESS TO, OR NOTICE OF, THESE TERMS AND CONDITIONS.

BUYER’S ACCEPTANCE UNDER THIS SECTION SHALL BE EFFECTIVE WITHOUT THE NEED FOR ANY SIGNATURE, CLICK-THROUGH, OR EXPRESS ACKNOWLEDGMENT, AND BUYER HEREBY WAIVES THAT ADDITIONAL FORMALITIES ARE REQUIRED TO CREATE A BINDING CONTRACT. BUYER’S ACTIONS DESCRIBED ABOVE SHALL CONSTITUTE A KNOWING, VOLUNTARY, AND INTENTIONAL AGREEMENT TO THESE TERMS AND CONDITIONS AND TO ALL OBLIGATIONS ARISING HEREUNDER.

NO ROLLING CONTRACT TERMS; EXCLUSIVE TERMS; NO MODIFICATION.

THE PARTIES EXPRESSLY AGREE THAT THESE TERMS AND CONDITIONS CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS GOVERNING THE WORK AND THE TRANSACTIONS CONTEMPLATED HEREBY. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY BUYER, WHETHER CONTAINED IN A PURCHASE ORDER, ACKNOWLEDGMENT, SPECIFICATION, CORRESPONDENCE, OR ANY OTHER DOCUMENT OR COMMUNICATION, SHALL BE DEEMED MATERIAL ALTERATIONS AND ARE HEREBY REJECTED. NO COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR PRIOR OR SUBSEQUENT COMMUNICATION SHALL MODIFY, SUPPLEMENT, OR AMEND THESE TERMS AND CONDITIONS.

WITHOUT LIMITING THE FOREGOING, THE PARTIES EXPRESSLY DISCLAIM AND OPT OUT OF ANY “ROLLING CONTRACT” OR “BATTLE OF THE FORMS” PRINCIPLES UNDER ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE AS ADOPTED IN THE COMMONWEALTH OF PENNSYLVANIA AND AGREE THAT SUPPLIER’S TERMS AND CONDITIONS SHALL GOVERN NOTWITHSTANDING ANY CONFLICTING, ADDITIONAL, OR DIFFERENT TERMS IN ANY DOCUMENT SUBMITTED BY BUYER. ACCEPTANCE OF BUYER’S ORDER IS EXPRESSLY CONDITIONED UPON BUYER’S ASSENT TO THESE TERMS AND CONDITIONS, AND ANY PERFORMANCE BY SUPPLIER SHALL ONLY BE IN RELIANCE ON THE EXCLUSIVITY OF THESE TERMS.

NO MODIFICATION, AMENDMENT, OR WAIVER OF THESE TERMS AND CONDITIONS SHALL BE EFFECTIVE UNLESS SET FORTH IN A WRITING SPECIFICALLY IDENTIFYING THE PROVISION TO BE MODIFIED AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SUPPLIER.

1. DEFINITIONS.
   1. “Buyer” shall mean the party purchasing goods or services from Heeter Printing Company, Inc. 
   2. “Supplier” shall mean Heeter Printing Company, Inc.
   3. “Agreement” shall mean these terms and conditions and the SOW or Quote (as defined below) applicable to the Work incorporated herein by reference thereto.
      
      
2. AMENDMENT OF TERMS.  These Terms and Conditions may be amended by Supplier from time to time without notice to Buyer. Our most current terms and conditions shall be posted on our website at www.heeter.com/terms-and-conditions/
   
   
3. HEETER WORK.     Subject to the terms and conditions stated herein Heeter agrees to complete the work and provide the goods and as applicable services described by the Heeter Statement of Work (“SOW”) or Heeter Quotation (“Quote”) provided by Heeter to Buyer. (the “Work”). Buyer agrees to purchase the Work from Heeter for the Price. Modifications to the Work must be agreed to by the Heeter and Buyer in writing.
   
   
4. PRICE. The price for the Work shall goods and/or services shall be the price as shown on the most recent SOW or Estimate, whichever shall be applicable. Prices quoted are firm for the time period provided on the SOW or Estimate; provided however if not stated prices shall remain valid for forty five (45) from the date of the SOW or Quote provided to Buyer. Prices are subject to change based on a physical inspection of your originals and the prevailing paper cost at the time of order unless otherwise specified.  In addition to the amounts charged by Heeter under these terms and conditions, the Buyer will pay any applicable sales and/or use taxes that may be lawfully imposed by the Government of the United States or any State or political subdivision thereof.  Unless specifically provided Prices quoted do not include applicable sales, use or excise taxes. Such taxes may be added to the invoice at the time of billing.
   
   
5. INVOICES. Invoices shall be provided upon completion of the Work or as otherwise provided by the SOW or Quote. Buyer  agrees to pay for the Work in accordance with these terms and conditions. Unless otherwise provided by the SOW or Quote payment terms shall be Net 30. Any payment not made when due shall accrue interest at the rate of one percent (1.5%) per month or the maximum rate permitted by law, whichever is less until paid in full.
   
   
6. SHIPPING; DELIVERY; RISK OF LOSS. If shipment or delivery is agreed as part of the Work, Heeter shall arrange for shipment or delivery of the Work to the address(es) designated by Buyer, and all such shipment or delivery shall be at Buyer’s sole cost and expense. Any shipping, freight, handling, or delivery charges set forth in any Estimate, Quote, SOW, or other proposal are non-binding estimates only, and Buyer expressly agrees that Buyer shall be responsible for all actual shipping, freight, handling, and delivery charges incurred by Heeter, regardless of any prior estimate.  When Heeter ships the Work, all shipments shall be made F.O.B. place of shipment, and risk of loss, damage, theft, destruction, or delay shall pass to Buyer immediately upon Heeter’s tender of the Work to the carrier, whether the carrier is selected by Heeter or Buyer. The carrier shall be deemed Buyer’s agent for all purposes, and Heeter shall have no liability for any loss, damage, delay, or non-delivery occurring after tender to the carrier.  If Buyer elects to pick up the Work, or to have the Work picked up by Buyer’s agent or contractor, risk of loss, damage, theft, destruction, or delay shall pass to Buyer at the time the Work is being loaded onto Buyer’s (or its agent’s) vehicle. Buyer (or its agent) shall be solely responsible for loading, securing, transporting, and safeguarding the Work, and Heeter shall have no liability for any loss or damage occurring after the Work is loaded or otherwise received at the dock.
   
   
7. PROOF APPROVAL; FINAL ACCEPTANCE; MODIFICATION. Buyer acknowledges and agrees that Buyer is solely responsible for reviewing and approving all proofs, mock-ups, drafts, or pre-production materials furnished by Heeter (collectively, “Proofs”). BUYER’S APPROVAL OF ANY PROOF, WHETHER PROVIDED IN HARD COPY, ELECTRONIC FORM, OR OTHERWISE, SHALL CONSTITUTE BUYER’S IRREVOCABLE ACCEPTANCE OF THE WORK “AS-IS,” INCLUDING ALL CONTENT, LAYOUT, DESIGN, SPELLING, GRAMMAR, IMAGES, COLORS, AND ANY AND ALL ERRORS, OMISSIONS, OR DEFECTS REFLECTED IN SUCH PROOF. Upon Buyer’s approval of a Proof, Buyer shall have no right to reject, revoke acceptance of, or assert any claim, credit, offset, or adjustment relating to any matter that was or should have been identified upon reasonable review of the Proof. Buyer further acknowledges that Heeter shall have no obligation to correct, revise, or reprint any Work that conforms to the approved Proof, and any such corrections, revisions, or reprints requested by Buyer shall be treated as a new order at Buyer’s sole cost and expense. Any subsequent changes, alterations, or modifications of the Work requested after such approval by the Buyer must be submitted in writing and expressly agreed upon by both parties. Supplier reserves the right to adjust the Price to reflect Buyer’s proposed modifications to the approved Proof.
   
   
8. EXCUSABLE DELAY. Heeter shall not be deemed to be in default on account of delays in the delivery of goods or in the performance of services to the extent it is the result of  a fire, flood, explosion, strike, war, insurrection, embargo, government requirement or decree, act of civil or military authority, act of God, pandemic or any similar event, occurrence or condition which is not caused, in whole or in part, by Heeter, and which is beyond the reasonable control of Heeter. If the aforementioned event prevents or delays the performance of the Work for in excess of ten (10) days, Heeter shall have the right to terminate the Work upon seven (7) days prior written notice at any time before such performance resumes. 
   
   
9. WARRANTIES. HEETER WARRANTS SOLELY THAT THE WORK FURNISHED SHALL BE FREE FROM LIENS AND ENCUMBRANCES ON TITLE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY OF TITLE, HEETER MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND HEETER HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
   
   WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT NO WARRANTY IS MADE WITH RESPECT TO PROOF MATCHING, INCLUDING WITHOUT LIMITATION COLOR MATCHING, COLOR CONSISTENCY, DENSITY, HUE, SATURATION, OR APPEARANCE, EXCEPT SOLELY THAT SUCH CHARACTERISTICS OF THE WORK SHALL CONFORM TO COMMERCIALLY ACCEPTABLE TOLERANCES AND INDUSTRY-STANDARD PRACTICES FOR PRINTING AND FINISHING. ALL SUCH MATTERS SHALL BE DEEMED SATISFACTORY IF THEY FALL WITHIN SUCH TOLERANCES AND PRACTICES. 
   
   WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT NO WARRANTY IS MADE WITH RESPECT TO THE PERFORMANCE CHARACTERISTICS OF THE WORK, INCLUDING WITHOUT LIMITATION DURABILITY, FADING, LONGEVITY, WEAR, OR ENVIRONMENTAL RESISTANCE, EXCEPT SOLELY THAT SUCH PERFORMANCE CHARACTERISTICS OF THE WORK SHALL CONFORM TO COMMERCIALLY ACCEPTABLE TOLERANCES AND INDUSTRY-STANDARD PRACTICES APPLICABLE TO PRINTING PROCESSES, SUBSTRATES, INKS, COATINGS, AND ENVIRONMENTAL CONDITIONS. ALL SUCH PERFORMANCE CHARACTERISTICS SHALL BE DEEMED SATISFACTORY IF THEY FALL WITHIN SUCH TOLERANCES AND PRACTICES.
   
   BUYER ACKNOWLEDGES THAT THE FOREGOING LIMITED WARRANTIES AND ACCOMPANYING DISCLAIMERS ARE A MATERIAL PART OF THE BASIS OF THE BARGAIN AND THAT HEETER WOULD NOT ENTER INTO ANY AGREEMENT TO PERFORM THE WORK ABSENT SUCH LIMITATIONS.
   
   
10. INDEMNIFICATION.  Buyer covenants and agrees at all times to protect, hold harmless and indemnify Heeter, its parents, its affiliated companies, and their respective directors, officers, employees, successors and assigns (each a “Heeter Indemnitee”) from and against any and all claims, demands, suits, actions, losses, liabilities, damages, fines, penalties, costs, and expenses of every kind (including reasonable attorney’s fees) arising out of, relating to, or resulting from (i) any breach of the Agreement by Buyer, (ii) any act or omission of Buyer or its employees, agents, contractors, or representatives, or (iii) the Work to the extent produced, created, or performed by Heeter in accordance with Buyer’s designs, specifications, instructions, approvals, or directives.  Such indemnification shall apply regardless of the theory of liability and shall include, without limitation, claims for bodily injury, death, property damage, economic loss, or alleged defects in the Work. Buyer’s obligations under this Section are primary, and Heeter shall have no obligation to contribute to or participate in the defense of any claim covered hereby.
    
    
11. LIMITATION OF LIABILITY.  Buyer acknowledges and agrees that Heeter shall have no liability for any claim arising from or relating to the Work except to the limited extent expressly set forth herein. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF HEETER, WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE, EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES ACTUALLY PAID BY BUYER TO HEETER FOR THE SPECIFIC JOB, ORDER, OR STATEMENT OF WORK GIVING RISE TO THE CLAIM.  Buyer waives any right to recover any amounts in excess of such cap.
    
    
12. PATENT/TRADEMARK INDEMNITY. Without limiting the indemnification provided above, the Buyer shall indemnify, defend and hold harmless the Supplier its parent, its affiliated companies, and their respective directors, officers, employees, successors and assigns (“Supplier Patent/Trademark Indemnitees”), from and against any and all claims for losses, damage or injury which may be incurred on account of any actual or alleged infringement of any patent, trademark, copyright, trade secret or other intellectual property rights pertaining to material provided by Buyer to Supplier to perform the Work.  If the use or other disposition of the Work provided hereunder is enjoined as a result of any such infringement, Buyer shall remain responsible to remit full payment to Supplier for the Work 
    
    
13. WAIVER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL SUPPLIER OR THEIR EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (OR EQUIVALENTS THEREOF NO MATTER HOW CLAIMED, COMPUTED OR CHARACTERIZED) ARISING OUT OF OR IN CONNECTION WITH THE WORK OR SUPPLIER’S PERFORMANCE OR BREACH THEREOF, REGARDLESS OF WHETHER ANY SUCH LIABILITY SHALL BE CLAIMED IN CONTRACT, WARRANTY, EQUITY, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE AND STRICT TORT LIABILITY) OR OTHERWISE.
    
    
14. CANCELLATION/TERMINATION. Supplier shall have the right, in Supplier’s sole and absolute discretion, to terminate the Order, in whole or in part, for convenience and without cause, at any time within ten (10) days after Supplier’s receipt of the Order. Upon such termination, Supplier’s sole obligation shall be to refund to Buyer any amounts previously paid for Work not performed as of the effective date of termination, and Buyer shall have no other rights or remedies arising from or relating to such termination. Buyer expressly waives any claim for damages, lost profits, reliance, or consequential losses resulting from Supplier’s exercise of its termination rights.
    
    
15. ASSIGNMENT. The parties agree the Supplier may assign its rights and obligations established hereunder to any successor entity whether it be via purchase of Supplier stock, a merger or the acquisition of substantially all of Supplier’s assets.
    
    
16. CONTROLLING LAW, JURISDICTION and ENFORCEMENT. The parties agree that this Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without regard to conflict of laws statutes.  The parties further agree that they consent to the jurisdiction of the state or federal courts located within Washington County, Pennsylvania and waive any claim of lack of jurisdiction or forum non conveniens.  In the event Supplier is required to initiate  litigation, suit, or proceedings for purposes of collecting sums due and owing Supplier from Buyer.   Supplier shall have the right to recover from Buyer its costs, fees and reasonable attorney  fees incurred in connection with the litigation, suit or proceedings initiated to collect sums due and owing Supplier from Buyer.  This provision is intended to be severable from the other provisions of this Agreement and shall survive and not be merged into any such judgment.
    
    
17. ENTIRE AGREEMENT. These terms and conditions long with the SOW or Quote incorporated hereto by reference constitutes the entire Agreement between the parties and supersedes all prior negotiations, representations or writings relating thereto, written, or oral, except to the extent that they are expressly incorporated herein. Unless otherwise provided for herein, no amendments, changes, alterations, or modifications of these terms and conditions shall be effective unless in writing signed by Supplier and Buyer. 
    
    
18. CONFLICT OF TERMS. If Buyer purchase orders, confirmations or other like documents conflict with or contain terms inconsistent with Suppliers terms and conditions Supplier’s terms and conditions, SOW and Quotes as applicable shall control the Supplier Buyer contractual relationship. In the event of conflict between Supplier’s terms and conditions, SOW and Quotes and a Buyer Purchase Order or other like communication regarding the Work these terms and conditions shall prevail.  No additional or different terms contained in Buyer purchase order,  acknowledgment or other document issued by shall be of any force or effect.
    
    
19. SEVERABILITY. The various terms, provisions and covenants herein contained shall be deemed to be separable and severable, and the invalidity or unenforceability of any of them shall in no manner affect or impair the validity or enforceability of the remainder hereof.
    
    
20. WAIVER. No waiver of the terms, conditions and covenants of this Agreement shall be binding and effective unless the same shall be in writing signed by the parties. Waiver of any breach of the terms, conditions and covenants of this Agreement shall be for that one time only and shall not apply to any subsequent breach.
    
    
21. ELECTRONIC SIGNATURES. Supplier uses electronic signatures. At any time, Buyer may request a paper copy of any record made available to Buyer electronically. Buyer may revoke consent to using electronic signatures at any time.