Conditions of Use

DENRAM CUSTOMS, TERMS AND CONDITIONS

1. QUOTATIONS:
A quotation not accepted within (30) days is void. All prices are based on material and labor cost at the time of quotation. When sending in an order on which you have received a quotation, be sure to indicate the quote number, if any, the date of the letter and the price quoted.

2. CANCELLATIONS:
Orders cannot be cancelled except upon terms that will compensate DENRAM against loss incurred in reliance of the order.

3. EXPERIMENTAL WORK:
Experimental or preliminary work performed at the customer’s request will be charged at current rates and may not be used until DENRAM has been reimbursed in full for the amount of the charges billed.

4. CREATIVE AND PREPARATORY WORK:
Creative work, such as sketches, copy, dummies and all preparatory work developed and furnished by DENRAM shall remain DENRAM’S exclusive property and no use of same shall be made, nor any ideas obtained therefrom be used, except upon compensation to be determined by DENRAM, and not expressly identified and included in the selling price.

5. CONDITION OF COPY:
Estimates for typesetting are based on receipt of original copy of manuscript clearly typed on 8½ x 11” uncoated stock, one side only, on disc or by email to denram@denram.com. Upon receipt of original copy or manuscript, should it be evident that the condition of the copy differs from that which had been originally described and consequently quoted, the original quotation shall be rendered void and a new quotation issued.

6. PREPARATORY MATERIALS:
Working mechanical art, negatives, positives, flats, plates and other items when supplied by DENRAM, shall remain our exclusive property unless agreed in writing prior to beginning work.

7. ALTERATIONS:
Alterations represent work performed in addition to the original specifications. Such additional work shall be charged at current rates.

8. PRE-PRESS PROOFS:
Pre-press proofs shall be submitted prior to printing, corrections are to be made on the proofs, returned with proof sheet marked “O.K. to print AS IS!” or “O.K. to print ONLY WITH INDICATED REVISIONS!” and signed and dated by customer or his agent. If revised proofs are desired, request must be made when proofs are returned marked “DO NOT PRINT, revised proof is required before printing!” DENRAM cannot be held responsible for errors under any or all of the following conditions:
A) If the work is printed per customer’s OK
B) If changes are communicated verbally
C) If the customer has not ordered proofs
D) If the customer has failed to return proofs with indication of changes or
E) If the customer has instructed DENRAM to proceed without submission of proofs, Pre-Press proofs are photo copies of the art boards and are provided at no charge. If pre-press “Blue line proofs” are required, they should be requested at the time the order is placed. “Blue line proofs” will be charged at current rates.
INSTRUCTIONS: Due to lack of certain information at the time proof instruction sheet is prepared for your signature, some costs and descriptive information may not be shown. If you have any questions regarding these amounts or descriptions, please note your questions on the proof sheet under “comments.” Proofs or sketches not returned within 21 days will automatically be invoiced.

9. COLOR PROOFING:
Because of differences in equipment, processing, proofing substrates, paper, inks, pigments and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and the completed job shall constitute acceptable delivery.
COLORS: Again, because of differences in equipment, paper, ink and other conditions, a reasonable variation in colors of paper and ink between jobs shall constitute acceptable delivery.
UNIFORMITY OF PAPER: Paper manufacturing is not an exact science, but is controlled by varying conditions; hence different lots of the same color may vary slightly in color, finish and general appearance. Therefore colors and finishes cannot be guaranteed and absolute uniformity should not be expected.

10. OVERRUNS AND UNDERRUNS:
Overruns or underruns not to exceed 10% on quantities ordered, or such other percentage agreed upon in writing before price quotation, shall constitute acceptable delivery. DENRAM will bill for actual quantity delivered within this tolerance. Add 10% to selling price if no overrun and /or underrun is allowed.

11. CUSTOMER’S PROPERTY:
DENRAM will maintain fire, extended coverage, vandalism, malicious mischief and sprinkler leakage insurance on all property belonging to the customer, while such property is in DENRAM’S possession; DENRAM’S liability for such property shall be satisfied from and shall not exceed the amount recoverable from such insurance. Customer’s property of extraordinary value shall be insured only through mutual written agreement. DENRAM shall have no obligation to ascertain whether customer’s property is of extraordinary value.

12. DELIVERY:
Unless otherwise specified, the price quoted is for a single shipment, without storage, F.O.B. DENRAM’S platform. Proposals are based on continuous and uninterrupted delivery of complete order, unless specifications distinctly state otherwise. Charges related to delivery from customer to DENRAM, or from customer’s supplier to DENRAM, are not included in any quotations unless specified. Special priority or delivery service will be provided at current rates upon customer’s request. Materials delivered from customer or his suppliers are verified with delivery ticket as to cartons, packages or items shown only. The accuracy of quantities indicated on such tickets cannot be verified and DENRAM cannot accept liability for shortage based on supplier’s tickets.
SHIPMENT: Stock forms are usually shipped within 24 hours of receipt of order. Normal shipment of custom printed orders is 10 to 15 working days. If composition or other special preparations are needed. O.K.’d proofs are required; therefore, additional time is necessary.
INSTRUCTIONS: In the absence of definite shipping instructions, DENRAM will ship by route of our choice. Most items are shipped by Fedex Ground. Customer should provide street address for delivery wherever possible, Fedex Ground cannot deliver to a Post Office Box.
PAYMENT: Shipments are prepaid and added to your invoice, unless other arrangements are made in writing in advance. Unless you have an open account which is current, all orders are shipped C.O.D. TITLE: Title for finished work shall pass to customer upon delivery to the carrier at shipping point or upon mailing of invoices for finished work, whichever occurs first.
CLAIMS FOR SHIPPING DAMAGE: Shipments are delivered to carrier and signed by them as being in good condition when received. If goods are damaged while in transit, a notation should be made on the freight bill before delivery is accepted so you can collect full damage from the carrier. If you do not find the damage until the carrier’s agent leaves, call the carrier, explain what you have found and ask for a damage inspection report. This notes the nature and extent of damage. Contact our customer service department if any difficulties are experienced in settling claims for damage against the carrier. We will do our best to ASSIST you in making a claim and replacing the damaged item. NOTE: Do not destroy the shipping carton! It must be inspected by the carrier’s agent.

13. PRODUCTION SCHEDULES:
Production schedules will be established and adhered to by customer and DENRAM, provided that neither shall incur any liability or penalty for delays due to state of war, riot, civil disorder, fire, labor trouble, strikes, accidents, energy failure, equipment breakdown, delays of suppliers or carriers, action of government or civil authority and acts of God or other causes beyond the control of customer or DENRAM. Where production schedules are not adhered to by the customer, final delivery date(s) will be subject to renegotiation. DENRAM shall have no liability to customer for customer-caused delays.

14. CUSTOMER-FURNISHED MATERIALS:
Paper stock, inks, camera copy, film, color separations and other customer-furnished material shall be manufactured, packed and delivered to DENRAM’S specifications. Additional cost due to delays or impaired production caused by specification deficiencies shall be charged to the customer.

15. LIABILITY:
DENRAM’S liability shall be limited to stated selling price of any defective goods, and shall in no event include special or consequential damage, including profits (or profits lost). As security for payment of any sum due or to become due under terms of any Agreement, DENRAM shall have a lien on all customer property in DENRAM’S possession including work in progress and finished work. The extension of credit or the acceptance of notes, trade acceptance or guarantee of payment shall not affect such security interest and lien.

16. INDEMNIFICATION:
The customer shall indemnify and hold harmless DENRAM from any and all loss, cost, expense and damages (including court costs and reasonable attorney fees) on account of any and all manner of claims, demands, actions and proceedings that may be instituted against DENRAM on grounds alleging that the 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 DENRAM 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 DENRAM, provided that DENRAM shall promptly notify the customer with respect thereto, and provided further that DENRAM shall give customer such reasonable time as the exigencies of the situation may permit in which to undertake and continue the defense thereof.

17. NOTICE OF ASSUMPTION OF RISK:
In the event of any error or omission in completion of instructions by the customer, or his agent, the cost of correction caused by said error will be solely at the customer’s expense and any prior course of doing business shall be no excuse or mitigating circumstance.

18. ORDERING:
Complete information will help us serve you promptly and accurately. Correct references to quantities, complete form numbers, descriptions, sizes, paper, substance weight, style, printing copy and any special requirements will help guard against misunderstandings. Also list your correct billing and shipping address. Samples or sketches on custom printed items are most helpful to our typesetters and artists, your information can then be visualized exactly as you want it to appear.

19. WAREHOUSING:
DENRAM will not warehouse merchandise for customers without a written agreement prior to the production of the order. In most cases, customer’s merchandise may be warehoused with little or no charge. Charges for shipping will be invoiced at time of shipment. Customer’s returning items to DENRAM without prior written authorization will be charged a minimum of $5.00 per day storage for 30 days. During those 30 days we will attempt to contact the customer regarding their merchandise. If no contact is made or arrangement made for pickup, the merchandise will be disposed of at customer’s expense. Will-call packages not picked up within 10 days of notification of completion, will be charged at above rates.

20. CUSTOMER'S DEFAULT:
Occurrence of any of the following with respect to Customer shall constitute an event of default under this agreement:
(i) failure to pay when due the balance of the purchase price of any invoice;
(ii) failure in the performance of any covenant or agreement herein;
(iii) the giving of any representation or warranty or furnishing any financial information in Customer’s credit application or otherwise to DENRAM that should prove untrue or materially misleading;
(iv) the business failure, or the failure or inability of Customer to pay debts in the ordinary course or as they become due or insolvency within the meaning of the federal bankruptcy laws or state insolvency laws or otherwise;
(v) the commission by customer of any act of bankruptcy, assignment for the benefit of creditors, composition of creditors or the commencement of any proceedings, whether voluntary or involuntary, under any federal or state bankruptcy, reorganization, or insolvency laws; or
(vi) the attachment or garnishment of or levy of execution upon the assets, property, business or income of customer or the appointment of a receiver or trustee of or for any part of the assets, property, or business of customer.

21. DENRAM'S REMEDIES UPON CUSTOMER'S DEFAULT:
Upon the occurrence of any event of default hereunder, DENRAM shall have all the rights and remedies available to DENRAM under the California Uniform Commercial Code or other applicable law and all rights provided herein, all of which rights and remedies shall, to the full extent permitted by law, be cumulative.

22. ATTORNEY'S FEES:
Customer hereby agrees to pay to DENRAM all attorney’s fees and costs and expenses of enforcement of this agreement, including without limitation service of process fees, filing fees, court and court reporter costs, investigative costs, expert witness fees, appraisal fees, trustee and master fees, receiver’s fees, keeper fees, and the costs of any bonds, whether otherwise taxable or not, incurred by DENRAM:
(i) in any action or proceeding pertaining to this agreement and the rights and obligations of the parties hereunder;
(ii) in enforcing its rights hereunder and the pursuit of its rights and remedies under the California Uniform Commercial Code, or mechanics lien laws, or any other applicable law whether such enforcement proceeding be by way of claim and delivery, nonjudicial or judicial sale and foreclosure, or any other proceeding for all or any portion of the amounts payable hereunder;
(iii) in obtaining a judgement against customer for all or any portion of the amounts payable hereunder;
(iv) in enforcing any judgement which may be obtained in such proceeding, including without limitation the judicial sale of the underlying real property under the mechanics lien laws, or any appeal from such proceeding;
(v) in representing DENRAM in any proceedings under the California Probate Code, or in connection with any state or federal tax liens, or for the appointment of a receiver; and,
(vi) in representing DENRAM in federal bankruptcy proceedings or state insolvency proceedings or any creditors’ arrangements or other creditors’ proceedings initiated by or against customer.

23. TIME AND WAIVER:
Time is of the essence of this agreement. The waiver of any default hereunder shall not be a waiver of any subsequent default. DENRAM’s acceptance of partial or delinquent payments or DENRAM’s failure to exercise any rights it may have shall not waive any obligation of customer or any rights of DENRAM or otherwise modify this agreement, or waive any other similar matter.

24. NOTICE:
Any notices or communications to be given in this agreement shall be delivered personally or shall be sent by either party to the other by regular, registered or certified mail, postage prepaid, to the address of such party designated on the credit application, or to such other address as may be provided in writing by either party.

25. SUCCESSORS AND ASSIGNS:
All rights of DENRAM hereunder shall inure to the benefit of its successors and assigns. All obligations of customer shall bind customer’s heirs, beneficiaries, legal representatives, successors and assigns.

26. GOVERNING LAW:
This agreement is entered into at Monrovia, California, and shall be governed by and construed in accordance with the laws of the State of California, which shall be the only State deemed to have jurisdiction and venue of any matters arising between the parties hereto.

27. TELECOMMUNICATIONS:
Unless otherwise agreed, the customer will pay for all transmission charges. The provider is not responsible for any errors, omissions, or extra costs resulting from faults in transmission. We are members of the Printing Industries of America and The National Association of Printers and Lithographers. Most Customs, Terms and Conditions above have been in general use throughout the United States of America for more than 60 years.