TERMS AND CONDITIONS OF SALE
Except as otherwise agreed in writing by J.C. Schultz Enterprises, Inc. (d/b/a FlagSource) (“Seller”) in writing the following terms and conditions will apply to all orders received and all sales made by Seller.
- General. These terms and conditions constitute the sole and entire agreement between Seller and the Buyer for the sale of the goods and/or services (“Products”) as described in the said Seller’s order acknowledgement with respect to the goods or services purchased by the Buyer (the “Buyer”). Any term or condition contained on any printed form of Buyer, including but not limited to any order, confirmation or other document, which is in any way inconsistent with or in addition to the terms and conditions contained in this Agreement is hereby expressly rejected. Buyer, by accepting any goods or services from Seller, making any payments or ordering any goods or services having previously received these terms and conditions, will be deemed to have assented to these terms and conditions.
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Limited Warranty. Seller warranty to Buyer is that the Products shall be free from defects in materials and workmanship for a period of thirty (30) days from the date of delivery to the Buyer. Seller shall not be liable for any conditions attributable to (i) improper installation (ii) inadequate or improper maintenance or storage, (iii) normal wear and tear, (iv) use of the Product for purposes other than that for which it was designed, (vi) unauthorized attachment, removal or alteration of any part of the Product, or, (vii) any other abuse, misuse, neglect or accident. Buyer’s exclusive remedy, if any, under these warranties is limited, at Seller’s election, to any one of (a) refund of Seller’s purchase price, (b) repair by Seller of any Product found to be defective, or (c) replacement of any such Product. Buyer shall notify Seller in writing promptly (and in no case later than ten (10) business days after discovery) of the failure of any Product to conform to the warranty set forth above. The notice shall describe in commercially reasonable detail the circumstances associated with such failure, and shall provide Seller with detailed photographs demonstrating the alleged breach of Warranty. The notice must be received by Seller during the applicable warranty period (i.e. thirty (30) days from receipt of the Product) for such Product. Unless otherwise directed in writing by Seller, Seller will issue a Return of Merchandise Authorization (RMA) within thirty (30) calendar days after the Buyer’s notice, Buyer shall package the allegedly defective Product in its original shipping carton(s) or a functional equivalent and shall ship it to Seller at Buyer’s expense. Buyer must prepay shipping charges . In the event that Seller confirms the Product is covered by the Warranty, Seller will reimburse Buyer for reasonable shipping charges.
Buyer acknowledges that except as specifically set forth or referenced in this paragraph, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY SELLER OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE AND ANY SUCH WARRANTIES ARE SPECIFICALLY DISCLAIMED BY BUYER. THE REMEDIES SET FORTH IN THIS PARAGRAPH 2 SHALL BE SELLER’S SOLE AND EXCLUSIVE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY. IN NO EVENT SHALL SELLER BE LIABLE FOR THE COST OF PROCUREMENT OR INSTALLATION OF SUBSTITUTE PRODUCTS BY BUYER OR FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR INCIDENTAL DAMAGES OR LOST PROFITS.
- Returns. All returns, other than for breach of the Warranty in section 2 above must be authorized in writing in advance by Seller within (10) days of receipt of Products by Buyer. Seller will provide a Return Merchandise Authorization (RMA) in writing to the Buyer if the return is approved by the Seller. In the event that the Buyer is returning the product for any reason other than a product defect, the Buyer must pre-pay all freight on authorized returned goods. Freight claims resulting from return shipment are the responsibility of Buyer. Any goods returned without an RMA will be refused. Credit on account minus a restocking charge will be made upon inspection of returned goods and confirmation that the products are without damage or alteration. Custom, non-stock and special-order items are not returnable. Requests for Returns will not be accepted after ten (10) days from receipt of merchandise and no adjustments of any kind will be made after ninety (90) days from receipt of merchandise. If authorized Product is not returned with 30 days from authorization, the RMA will become null and void.
- Shortage. Any claims for shortages must be made by Buyer in writing to Seller within two (2) business days of receipt of Products by Buyer or Buyer shall waive any such claims.
- Delays. Seller shall not be liable for delays in delivery of the Products or the inability to deliver the Products caused any event or circumstance beyond the reasonable control of the Seller, including, but not limited to; inability to obtain transportation, equipment, or material, or by reason of fires, floods, storms, embargoes, actions of any military or civil authorities, whether legal or de facto, strikes, labor difficulties, riots, lock outs or acts of God.
- Freight. All costs of freight, transportation, or mailing, unless order is listed with FREE FREIGHT, and all demurrage charges shall be paid by Buyer. Freight cost will be listed on the final invoice sent to the Buyer. Buyer shall also pay for all increased freight rates whether prepayment for freight rates has been made or not. Likewise, if freight charges have been prepaid and the actual freight charges are less than quoted, Buyer forfeits the difference. Seller does not ship COD.
- Delivery. Delivery of the goods by Seller to the carrier at Seller’s facility in Batavia, IL shall constitute delivery of the goods to Buyer and thereafter the shipment of the goods shall be at Buyer’s risk. Buyer will send Seller, via email to flagsource@flagsource.com, all documentation, including photos, of damaged or missing products within 2 business days of receipt. For shipments sent prepaid or prepaid and add, claims and allowances for damage to the Products incurred in transit are the responsibility of the Buyer but Seller agrees to assist in the filing of the claim. Goods sent by mail are insured at cost of Buyer.
- Payment. Payments are due according to the terms set forth on the Buyer’s account with FlagSource. Accounts with approved credit are due according to the terms of the account or at time of order placement if no approved credit. New accounts must submit a valid Resale Certificate and are on prepay, credit card basis, until credit can be established. Please note for prepay customers, production will not begin nor will stock be reserved for an order until payment is received in full and/or account is current. Customers paying by credit card are subject to a 1.5% credit card fee if paying in advance or a 3% credit card fee if paying after the product has shipped. Terms are from date of invoice and not from date the goods are received. All payments shall be made in U.S. dollars. Any amounts past due are subject to a service charge of 1½% per month (18% annually) starting 30 days after invoice date. The minimum merchandise billing amount is $100.00 net. All prices and specifications are subject to change without notice.
- Cancellations. Orders for custom, non-stock and special-order Products cannot be cancelled, except upon acceptable terms agreed to in writing by Seller. Orders for standard stock products can be cancelled if the order has not shipped and cancellation has been agreed to in writing by the Seller.
- Back Orders. Seller shall ship all available merchandise at time of any order and back order the balance, unless otherwise specified in writing by Buyer and agreed to by Seller.
- Dies, Tools, Art Files and Patterns. Charges made for dies, tools, art files and patterns are part of the purchase price of the Products and do not convey any ownership of any kind to Buyer. All dies, tools, art files and patterns remain the property of Seller, unless otherwise agreed by Seller in writing.
- Attorneys Fees. If Seller institutes a lawsuit or any other action against Buyer to collect any monies due Seller hereunder or pursuant to any order for Products or based on any breach by Buyer of any provision of these terms and conditions or if Seller successfully defends against a lawsuit or any other action instituted by Buyer against Seller hereunder, whether based on contract, tort or any other theory, then Seller shall be entitled to, and Buyer shall reimburse Seller for, Seller’s costs and expenses, including without limitation, attorneys’ fees and costs, paid or incurred in connection with any such collection efforts, lawsuit or action.
- Applicable Law; Venue. Any and all disputes arising under this Agreement and the sale of Products hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, excluding laws directing the application of the laws of another jurisdiction, and Buyer hereby attorns to such exclusive jurisdiction. All legal proceedings arising under this Agreement or in respect of the sale of the Products will be initiated and maintained solely and exclusively in any state court located in DuPage County, Illinois. The parties hereby irrevocably consent to such jurisdiction and venue.
- Shipping Weights, Prices and Specifications. Weights for Products published by Seller are approximate and will vary according to size of shipping carton and/or packaging materials used. Weights are published for determining approximate freight charges by Buyer. Seller is not responsible for any difference in calculated freight charges versus actual freight charges. All prices and specifications are subject to change without notice.
- Taxes. The appropriate State sales tax will be applied regarding shipments to the following States: Illinois, Iowa, Indiana and California and any other State that charges a sales tax unless a proper tax exemption certificate is received by Seller that has been issued by the subject State.
- Mix and Match Prices. Throughout Seller’s catalog, it is noted where certain groups of similar Products can be mixed or matched to achieve the higher quantity pricing. No other mix and match pricing will be allowed. This includes all pricing subsequently published by Seller that is not contained in the Seller’s catalog, such as, but not limited to, new product flyers, special promotions and published internet pricing.
- Pricing and Availability Disclaimer. All pricing is subject to change. Seller reserves the right to make adjustments to pricing, product and service offerings for reasons including, but not limited to, changing market condition, production discontinuations, product unavailability and errors in advertisements. All orders are subject to product availability.
- Trademarks: The names, slogans, logos, designs, insignias and any or all trademarks shown in our website, catalog, flyers, etc. are solely intended to show the type and quality of imprinted products and techniques. They are not presented for resale, nor do they imply a product endorsement or brand name endorsement by or for the trademark owner. All trademarks are the property of their respective owner. By placing an order with FlagSource, Buyer represents and warrants that they have the right to order, purchase and distribute merchandise containing the names, artwork, designs, logos, trademarks or similar items identified in Buyers’ order. Buyer also agrees to indemnify, defend and hold harmless Seller from and against all claims, liabilities and expenses (including attorney’s fees) arising out of or related to any actual or alleged infringement or misappropriation of any trademark, copyright or any other proprietary right of such merchandise. This provision will continue to remain in effect after the delivery of your order. All trademarks are the property of their respective owners. Unless indicated on purchase order at time of order in writing, Seller reserves the right to use any items produced in displays, advertisements, catalogs, brochures and other promotional uses without liability to trademark, copyright or other propriety rights. By placing an order with Seller, Buyer agrees to such use.
HOW TO ORDER:
All orders are subject to availability and confirmation of price and must be placed through the website, or emailed to (orders@flagsource.com), faxed or mailed on a FlagSource Order Form which can be located at www. ______________. Buyers must present a valid email address to Seller for order acknowledgements. For orders placed via phone, it is the customer’s responsibility to check their order acknowledgement for accuracy. Verbal modifications are not accepted and all requests for changes and for cancellations must be sent in writing to customerservice@flagsource.com, and must include the correct purchase order number.
PRODUCTION TIME:
Standard production time appears in the product information provided for each item in our catalog. Production time begins the next working day after the layout proof is approved by the customer for custom orders and stock order lead time begins the next working day after the order is entered. All orders will be moved into the production schedule providing the order and / or account is in “Production Ready” status. Production Ready means:
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All order information is complete and all issues have been resolved. Purchase Orders must contain the following items to be complete:
- Company Name, Mailing Address, Telephone & Fax Numbers
- Contact Name, Telephone & Fax Number & Email Address
- Purchase Order Number
- Shipping Method
- Confirmed Ship-To Address
- Requested Shipping Date
- Event or In Hands Date
- Correct Product Name & Number
- Product Color
- Product Quantity
- Imprint Color
- Correct Pricing
- Useable Artwork & Layout with Pantone® colors (for custom products)
- Copy of Imprint on or with the Purchase Order
- Approved Credit or Prepayment
- Approved artwork layout proof (for custom products only)
- For custom orders, Vector artwork has been received and approved by the Seller Graphics Department. See artwork requirements at FlagSource Resources
- All proofs for custom orders have been approved and returned to FlagSource.
- Approved credit has been established or Prepayment received.
- Rush production may be available, contact the Sales Department for pricing and details.
ACKNOWLEDGMENTS/PROOFS:
Seller will use best efforts to acknowledge all orders by email within 24 hours. Orders placed on the web will receive an initial web order confirmation and then a secondary sales order confirmation with anticipated ship dates and estimated shipping charges will be sent. It is the Buyer’s responsibility to review both order acknowledgements for accuracy. Orders for custom products will receive an artwork layout proof for approval before the order acknowledgement with anticipated ship date and estimated shipping charges is sent. Once the layout proof has been approved by the Buyer, a final sales order acknowledgement with an anticipated ship dates and estimated shipping charges will be sent to the Buyer. To ensure that you receive your acknowledgement and proof in a timely manner, please provide your email address on your purchase order. If you do not receive your Digital Proof within 48 hours, please contact our customer service team at 800-323-9127 or via email flagsource@flagsource.com. Upon receipt of your artwork layout proof, please review all information carefully. Once artwork layout proofs are approved, changes cannot be made to the order. It is Buyer’s responsibility to contact Seller immediately with any discrepancies.
REPEAT ORDERS:
Please supply Seller with the purchase order number you would like to repeat, or the previous Seller sales order number. Including the date of the previous order will aid in the speed of processing reorders. Seller endeavors to keep Artwork on file for a minimum of 1-year from the date of the order. Seller is continually making changes and upgrades to its production materials, inks and equipment, and as such, exact color matching cannot be guaranteed by Seller. If color matching is needed, please inquire about strike-offs, color swatch or a scaled size pre-production sample. Feel free to contact your sales representative in writing if you have any questions regarding exact color matching. Proofs will be supplied on all repeat orders and need to be approved prior to the start of production.
PMS COLOR MATCHING:
Seller does not charge for PMS color matching, PMS coated colors are matched as closely as possible but Seller cannot guarantee a complete match. Seller prints in full color RGB process (unless otherwise quoted for a screen print or spot color print). It is important to understand that matching PMS colors to different substrates or materials is very difficult. Variances will occur when comparing a PMS coated color printed on different types of printers and materials such as polyester, nylon, cotton, vinyl, felt and more. PMS color swatches, strike-offs or a scaled sized pre-production samples are available upon request.
FADING:
Seller uses the most fade resistant acid-based inks in the industry. They are engineered to provide vibrant colors for your flag. Due to the broad spectrum of weather variables your flag may be subjected to (rain, wind, UV exposure, pollution, etc.) it is impossible to predict how long this printed product will last outdoors. Over extended periods of time lighter colors will fade faster than darker colors because of how much ink consumption is used to print those colors. However, in the unlikely event that your Product fades within 30 days of receiving the product, please contact your sales representative to discuss possible warranty coverage.
SIZING:
Because all flags and banners are cut and sewn by hand there could be up to a 5% variance in the final product size. Special exceptions can be made upon request for exact size requirements but will need to be quoted and agreed to as such in writing.
SAMPLES:
Seller provides reasonable generic product samples at no charge, however, the Buyer is responsible for the shipping charges in advance of shipping. Certain large product samples may require payment. If an exact color or design sample is needed, that is considered a pre-production sample and needs to be quoted accordingly. Standard lead times apply to pre-production samples unless otherwise requested in writing and agreed to by Seller.
WEBSITE AND ECOMMERCE:
The following additional terms and conditions apply to the access to and use of the Seller’s website (FlagSource.com or “Website”) as well as to any orders placed by Buyer’s on Seller’s website for products or services, in addition to the terms and conditions above. Access to the Website is permitted on a temporary basis and Seller reserves the right to withdraw or amend the products and services on the Website at any time without notice and Buyer agrees to be bound by any updated content. The Website may contain links to other website (the “Linked Sites”) and Buyer understands and agrees that Seller does not operate or have any control over these Linked Sites and is not responsible for them or for any loss or damage that may arise from Buyer’s use of these sites.