|
All sales of products are subject to the following terms and conditions,
which are part of the agreement of sale and may not be changed or supplemented without
Midstate's written approval. In the event of any conflict between these terms and conditions
and those submitted by purchaser, the following terms and conditions will prevail.
|
|
Payment terms are Net 30 days from the date of invoice on all open
accounts with established credit. No discounts on payments beyond a ten (10) day period
are allowed. Abuse of the discount period may result in a terms reduction without
prior notice. No extended terms or other deferred payments are allowed without written
consent of Midstate. Unless otherwise stated in writing, all product will be delivered
F.O.B. shipping point. Prices are those in effect at time of shipment and are subject
to change without notice. Prices do not include printing plates, art and engraving
charges. A finance charge of 1½% per month will be applied to any unpaid balance after
30 days. Purchaser agrees to pay all reasonable expenses incurred by Midstate if
collection efforts are necessary, including but not limited to attorney's fees, legal
and collection costs in addition to any other awards or relief which may be granted.
ANY PARTIAL PAYMENT INTENDED TO BE MADE IN FULL SATISFACTION OF A DISPUTED AMOUNT MUST
BE SENT TO 230 W. MAIN STREET, BELLEVUE, OHIO 44811, ATTN: VICE PRESIDENT/GENERAL
COUNSEL.
|
|
Midstate requests, and sometimes requires, written purchase orders
prior to accepting an order. Midstate reserves the right to increase or decrease units
ordered to the nearest standard shipping carton. In addition, Midstate reserves the right
to ship printed and/or special color over-runs within a range of plus or minus 10%. All
orders are subject to i) correction of clerical and pricing errors; ii) acceptance or
rejection by Midstate based on requirement date and material availability; and iii)
approval by Midstate's credit office. Minimum order quantity is $75.00 or a service charge
of $25.00 will be assessed. On printed and special color items, please refer to the
print schedule and color up-charge chart for minimum quantities and applicable service
charges.
|
|
New accounts must have credit approval before any artwork can be prepared.
Under no circumstances will artwork be prepared without a written purchase order. All
engravings and artwork will remain the property of Midstate. Signed approval for all
artwork prepared by Midstate or its suppliers is required. Printing plates, print
scheduling or actual printing will not begin until signed approval is received by Midstate.
Normal lead times will begin on the date that signed approval of the artwork is received.
Verbal approvals are not acceptable. The individual who signs or initials the approved
artwork is fully responsible for that artwork. Midstate does not warrant scanability of
printed universal product codes. Midstate recommends a full size (100%) or larger UPC,
printed in black ink on a white container or white lid. Other variations in UPC sizes,
color of ink or product color will diminish scanability. Under no circumstances is
Midstate liable for loss of product, loss of business, damage or consequential damages
arising from the scanability of Midstate's product.
|
|
Title to material and risk of loss will pass to purchaser upon delivery to the carrier
at the time and place of shipment.
|
|
Purchaser agrees to make prompt inspection of the product delivered hereunder. All
claims for lost or damaged merchandise during transit must be made in writing within 7 days from receipt of
shipment. Claims for damaged goods should be filed immediately with the carrier and notation of damages made on
freight bill or delivery receipt. All claims for non-conformity must be made in writing within 7 days from
receipt of shipment. Failure to make any claim within such period will constitute irrevocable acceptance of the
goods and an admission that they fully comply with all terms, conditions and specifications of this contract.
Merchandise may not be returned without first obtaining written authorization from Venture pursuant to its then
applicable return authorization procedures. Approved returns must ship freight prepaid. All returns are subject
to inspection and a 15% restocking charge. The resolution of all disputes will be governed by and resolved in
accordance with the laws of the State of Ohio. Any dispute arising hereunder will be litigated in the Common
Pleas Court of Erie County, Ohio, and purchaser consents to jurisdiction of Ohio courts and venue of Erie County
for such purpose. Midstate will have all rights of a secured party as to all goods sold hereunder as provided
under Article 9 of the Uniform Commercial Code as adopted in Ohio.
|
|
All products are sold with the understanding that purchaser will
examine and test samples of the product prior to purchase in order to determine whether the product meets
purchaser's requirements. Midstate warrants to purchaser that the products will be free from defects in material
and workmanship at the time of delivery thereof. This limited warranty extends only to purchaser and is strictly
limited to replacement F.O.B. Midstate's plant of any product which was defective at the time of delivery thereof,
provided written claim has been received from purchaser within 30 days after delivery thereof and such original
product or component is returned freight prepaid to Midstate. This warranty does not apply where any claimed defect arose
as a result of purchaser's misuse, neglect, alteration or accident with respect to the product delivered
hereunder. Midstate will not be liable for any loss of profit, loss by reason of plant shutdown, non-operation or
increased expense of operation, loss of product or materials, or other special or consequential loss or damage of
any nature, and all claims for such loss or damage are expressly waived by purchaser. THIS WARRANTY IS
EXPRESSLY IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, AND OF ANY OTHER OBLIGATION ON THE PART OF VENTURE.
EXCEPT AS EXPRESSLY STATED, MIDSTATE WILL NOT BE DEEMED TO HAVE MADE AND HEREBY EXPRESSLY DISCLAIMS, ANY
REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED OF ANY NATURE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE PRODUCT WILL NOT INFRINGE UPON ANY PATENT OR
PROPRIETARY RIGHT OF ANY THIRD PARTY. MIDSTATE WILL NOT BE LIABLE FOR ANY LIABILITY FOR LOSS DUE TO FORCE MAJEURE.
Purchaser will hold Midstate harmless from and will be responsible for any loss, damage or injury to persons or
property arising out of the use of the product supplied by Midstate except to the extent caused by Midstate's
negligence in product design or manufacture, and in no case will Midstate be liable to purchaser for special,
indirect or consequential damages. These limitations and exclusions will apply regardless of the form of action,
whether including misrepresentation, negligence or gross negligence.
|
|
Acceptance of purchaser's order is limited to, and is hereby made expressly conditional upon
purchaser's assent to, the foregoing terms. Purchaser's assent will be deemed given upon purchaser's acceptance
of merchandise shipped hereunder or purchaser's failure to make written objection thereto within 7 days after
receipt of acknowledgement whichever occurs first. Midstate objects to the inclusion of any different or
additional terms proposed by purchaser in purchaser's acceptance of this offer to sell, and if any are included
in purchaser's acceptance, a contract for sale will result upon Midstate's terms as stated herein. Each shipment
received by purchaser from Midstate will be deemed to be only upon the terms and conditions contained herein,
notwithstanding Midstate's acceptance of payment for any shipment.
|
|
Lead time will vary due to demand and circumstances. Midstate will not be liable
for failure to deliver or delays in delivery due to causes beyond its control or the control of its suppliers.
If any delay in delivery due to such causes occurs, the time for delivery will be extended for a period of 60 days.
If delivery is not made within such extended period, Midstate reserves the right to cancel such order without
liability to either party.
|
|
To return product, please follow these easy steps: i) call our
customer service department for a return merchandise authorization ("RMA") number and instructions; ii) include
with your return a copy of your invoice or packing slip and identify your RMA number; iii) return the product
pursuant to the RMA instructions to the original shipping address unless the RMA instructions provide otherwise.
No product may be returned without a valid RMA number.
|
