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1. Agreement. All sales by IMAGE ZONE ("seller") to the customer ("Customer") shall be governed by the provisions hereof. Special conditions contained on Customer's order forms that are at variance with or in additional to the terms and conditions contained herein are not binding on Seller unless specifically accepted by Seller in writing. The signature of Customer, or Customer's authorized representative constitutes the Customer's acknowledgment and acceptance of the terms and conditions hereof. 2. Terms of Payment. Customer shall issue to Seller a 50% deposit and provide signature on IMAGE ZONE's order form. The balance is due either prior to shipping or upon pick up at IMAGE ZONE's office. Every order is subject to plus or minus 5%. Client will be invoice for actual quantity shipped. In addition, Customer is responsible for the ultimate payment of all taxes, including without limitation sales and uses taxes, stamp charges, licenses, duties and government executions by whatever name which may be assessed or levied on or account of the goods purchased by Customer. Any unpaid amounts after 45 days from the date of the invoice shall begin to accrue interest at a rate eighteen per cent (18%) per annum. Customer shall pay all attorneys' fees, court costs, and all other costs incurred by Seller in collecting and overdue amount, including interest. 3. Order Placement. A signed order form, 50% deposit, all components (e.g. master, artwork files, completed IPR with any necessary attachments), a California sales tax resale certificate constitutes an order placement. Any other method of order placement must be arranged prior to placement to ensure a timely completion date. It is the responsibility of the customer to determine their requirements and make necessary adjustments. While all efforts will be made to work within customer requirements, IMAGE ZONE is not responsible for any customer instructions that are communicated verbally at any time - before or during production. Customer must provide written instructions either on order form or via email. It is the customer's responsibility to ensure that their request has been received at IMAGE ZONE's office. At that time IMAGE ZONE will evaluate request and respond accordingly. 4. Warranties and disclaimer of warranties. Seller disclaims any and all express and implied warranties in any way relating to the goods purchased by seller, whether based on breach of contract, negligence, strict liability or otherwise including without limitation any implied warranties of merchantability or fitness for a particular purpose except that the goods shall meet seller's quality standards. Seller warrenties product to be free from materials or workmanship defect as defined by industry standards. Defect within the provided materials from customer is not warrented by Seller. Customer assumes all risk and liability resulting from the use of such goods whether used singly or in combination with other goods. 5. Claims. The Customer may only reject all or part of the goods, revoke its acceptance of all or part of the goods or assert a claim or defense based on the quality of all or part of the goods if, within five (5) days after receipt of the goods, Customer send to Seller at 41555 Cherry Street, Unit E. Murrieta, CA 92562 by prepaid parcel post or express delivery (1) a letter specifying the nature of the complaint and (2) a small sample of the goods alleged to be defective or inferior. No charges or expenses incident to any claims will be allowed unless approved by an authorized representative of Seller. Other than the small sample, goods shall not be returned to Seller without Seller's permission. Compliance by the Customer with these conditions precedent shall not constitute an admission by the Seller of the merits or amount of the Customer's claim or defense. 6. Seller's Liability. No claim of any kind whether as to goods delivered or for non-delivery of goods, shall exceed the purchase price of the goods for which such damages are claimed. In no event shall Seller be liable for lost profits or consequential damages. Seller neither assumes nor authorizes any person to assume for Seller any other liability in terms and conditions in connection with the sale or use of the goods. 7. Ownership and sale of Property. Materials provided by the Customer in connection with the goods will remain Customer's property. The Seller shall not be liable for loss or damage to Customer's property after the order regardless of the nature of loss or damage; Customer is responsible for insuring its property or retaining final digital files for output. Seller reserves the right to withhold Customer's property until full amount is paid Seller for the goods. The Customer has authority to grant a lien as agent for Customer's client. If Customer fails to pay or fails to claim its property within six months, Seller may dispose of Customer's property in any manner Seller deems appropriate. IMAGE ZONE is not responsible for materials left beyond 12 months from the date of the last order of that title. 8. Non-Waiver. The Seller's failure to exercise any right or take any action permitted hereunder, or to insist upon strict performance of any provision hereof, shall not be deemed a waiver thereof or of other rights, remedies, breaches or subsequent defaults by the Customer in the performance of or compliance with any of the terms contained herein. 9. Delay in Performance. Seller shall not be liable for delay in performance caused by circumstances beyond the control of Seller, including without limitation storm, flood, act of God, fire, war, riot, government action, labor strike or lockout or other labor trouble or shortage, or inability to obtain material equipment or transportation. If a rush order suffers from either source defect or manufacturing failure, this is deemed beyond the control of the Seller. 10. Customer Representations. Customer represents and warrants (1) that they are the sole owner and/or has the right to possession, use and duplication or reproduction of any and all materials delivered to Seller for duplication or reproduction; (2) that neither materials delivered to Seller for duplication, reproductions or use of the same in any way defames or violate or infringes any copyright, trademark, patent or other proprietary or other right of any person or entity; and (3) such materials are not obscene or otherwise violative of any state or federal low or regulation. Customer holds officers and employees harmless from and against any and all manner of actions, causes of actions, accounts, claims or demands arising out of or in connection with the duplication distribution, publishing, processing, use, contents or exhibition of the materials supplied by Customer or goods purchased from Customer.
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