Agreement to Purchase Printing Service
This Agreement is effective as of the order date listed in the Purchase Order (“Effective Date”).
BETWEEN:
Print Service Customer (“Customer” as defined in the Purchase Order)
AND
Printer (as defined in the Purchase Order)
WHEREAS, Customer wishes to engage the Printer to provide printing services described in the Purchase Order and Printer agrees to provide such services for the compensation and otherwise in accordance with the terms and conditions contained in this Agreement;
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed to, the Customer and the Printer, intending to be legally bound, agree to the terms set forth below.
ARTICLE 1: INTERPRETATION
1.1 Definitions: In this Agreement the following terms mean:
(a) “Agreement” means this agreement any and all attached schedules, Purchase Order, Printing Guidelines and Policy and all amendments made by written agreement between the parties;
(b) “Confidential Information” means information relating to, and provided by Customer, whether or not designated or labeled as confidential or proprietary, in written, graphic, verbal, or machine readable form, however, it does not include information publicly available.
(c) “Customer” means any person who has been a customer or Customer of, or who has a strategic alliance with the Customer anytime during the two-year period immediately prior to termination of this Agreement for any reason whatsoever.
(d) “Proprietary Information” means any business methods and information provided by the Printer to the Customer in connection with execution of Printer’s obligations governed under this Agreement;
(e) “Printing Services” means the services and/or products ordered by Customer as documented in PrintSimple’s ordering information system (or any equivalent information record);
(f) “Purchase Order” customer order to purchase of Printing Services from Printer as documented in PrintSimple’s ordering information system (or any equivalent information record); and
(g) “Term” has the meaning set out in section 2.1.
ARTICLE 2: TERM OF AGREEMENT
2.1 The term of this Agreement begins on the Effective Date of this Agreement and continues until completion of the Printing Services, unless terminated earlier in accordance with this Agreement.
ARTICLE 3: REPRESENTATIONS AND WARRANTIES
3.1 Competency: Printer possesses the qualifications, knowledge, equipment, material, skill and expertise necessary to perform the Work.
3.2 Not Associated with PrintSimple: Printer and Customer acknowledge that this Agreement to purchase Printing Services and its terms and conditions are exclusively between Printer and Customer. PrintSimple shall not be liable for any disputes arising and/or associated with the purchase and delivery of the printing services.
3.3 Age of Majority: Customer represents and warrants that they are at least in the age of majority, or age required to enter into a contract in the jurisdiction of residence, and, in any event, must not be less than 18 years of age..
ARTICLE 4: DELIVERABLES AND PAYMENT
4.1 The Printer will complete and deliver the Printing Services, as specified in the Purchase Order, in accordance with the terms and conditions set forth in this Agreement.
4.2 Currency: All payments shall be made in the currency set by PrintSimple.
4.3 Payment Schedule: The Customer shall make payment to the Printer in accordance with the payment schedule outlined in Purchase Order.
4.4 Non-payment: If the Customer fails to pay the full amount when due, the Customer agrees to pay Printer interest at the greater of: (i) a rate of 20% per annum of the total outstanding payable amount; or (ii) the highest rate legally permissible on the amount (including interest) due and owing to Printer, from the date the payment is due. The Customer also agrees to pay all collection costs, expenses and reasonable legal fees for collection of any amount due and unpaid.
4.5 Taxes: The Customer agrees to make payments of all sales taxes (i.e. HST) applicable to the Purchase of Printing Services as listed in the Purchase Order.
ARTICLE 5: CONSIDERATION
5.1 Fees: Customer will pay the Printer for the Printing Services in accordance with the Purchase Order.
5.2 Allowable Expenses: All expenses incurred by the Printer and approved in writing by Customer is an allowable billing item by the Printer.
5.3 Indemnification: Each Party agrees to indemnify, defend and hold harmless the other Party and its officers, directors, employees, agents, affiliates and permitted successors and assigns from and against all claims, demands, losses, expenses (including, but not limited to legal fees), government regulatory penalty and liability arising from any claim arising from (a) any breach of the Party’s contractual obligations governed under this Agreement; or (B) any unlawful, negligent or intentionally wrongful act of omission of the Party or its employees or other representatives in connection with this Agreement.
ARTICLE 6: CONFIDENTIALITY
6.1 Confidentiality: The Printer agrees that it will hold in strict confidence and not disclose or use, for its own or any other purpose, any Confidential Information except in connection with the proper discharge of its obligations pursuant to this Agreement. The Printer acknowledges and agrees that in the course of its association with Customer, it will acquire or create Confidential Information. The Printer acknowledges and agrees that any disclosure of Confidential Information to the competitors, suppliers, customers, or employees of Customer, or to the general public would be highly detrimental to the interests of Customer.
ARTICLE 7: TERMINATION
7.1 Termination: this Agreement shall be terminated if, and only if, a) printing services were delivered to Customer and payment of fees were delivered to Printer in accordance with the Purchase Order, or 2) the Printing Services were deemed to be refunded under the Refund Policy.
7.2 Insolvency and Bankruptcy: This Agreement may be terminated in whole or in part at Customer’s option if the Printer ceases to carry on business, or the Printer files a voluntary petition in bankruptcy or insolvency, or petitions for reorganization under any bankruptcy law.
7.3 Obligations of Printer Upon Termination: Upon termination of this Agreement, the Printer agrees to be bound by the Article 6 of this Agreement and shall deliver services paid by Customer, if a Refund were not warranted under the Refund Policy.
7.4 Obligations of Customer Upon Termination: the Customer shall complete the payment of all fees owed to the Printer within FIVE (5) business days, if a Refund were not warranted under the Refund Policy.
7.5 Termination in Good Faith: the Parties hereby agree that any termination shall be made in good faith.
ARTICLE 8: GENERAL
8.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties and there are no warranties, representations, or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement.
8.2 Amendments: No supplement, modification, or waiver of this Agreement will be binding unless executed in writing by both parties.
8.3 Assignment: This Agreement will be assignable by Customer. The Printer will not assign this Agreement without the express prior written consent by Customer.
8.4 Benefit & Binding: This Agreement will enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors, and permitted assigns of the parties.
8.5 Severability: If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision and all other provisions will continue in full force and effect.
8.6 Applicable Law: This Agreement will be interpreted and enforced in accordance with the laws of the Province of Ontario and Canada.
8.7 Further Assurances: Each Party shall promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things in connection with this Agreement that another Party may reasonably require for the purposes of giving effect to this Agreement.
8.8 Force Majeure: If either party to this Agreement is delayed or prevented from fulfilling any of its obligations under this Agreement (other than an obligation to pay money) by an event of force majeure, said party shall not be liable under this Agreement for said delay or failure. "Force Majeure" shall mean any cause beyond the reasonable control of a party including, but not limited to, acts of God, vandalism, wars, terrorism, civil unrest, blockades, strikes, lightning, fires, floods, explosions, hurricanes, any supply chain disruptions, and other causes not within the control of the party claiming a force majeure situation. The party claiming an event of force majeure shall promptly notify the other party by providing written notice of the reason for the delay, the anticipated length of time and alternate proposals, if any, which the party wishes to make to alleviate any difficulties or hardships which may be suffered as a result of the delay. The notification shall be by written communications. Neither party to this Agreement shall be deemed to be in default by reason of delay or failure due to force majeure.
8.9 Time of the Essence: Time shall be of the essence in this Agreement.
8.1.0 Counterparts: This Agreement may be signed by the parties in one or more counterparts.
8.1.1 Dispute Resolution: The parties hereto shall initially attempt to resolve all claims, disputes or controversies arising under, out of or in connection with this Agreement by conducting good faith negotiations amongst themselves. If the parties hereto are unable to resolve the matter following good faith negotiations, the Parties shall submit a dispute mediation request to PrintSimple. If any Party were not satisfied with the the result of dispute mediation by Print Simple, the Party may file a claim in the Ontario Superior Court of Justice in the City of Toronto.
REFUND
POLICY
Cash Refund and Product Exchange Conditions |
The Printer, at its discretion, may 1) refund in whole in cash, or 2) exchange purchased items and pay for associated shipping fees, provided the following conditions were met:
The Printer, at its discretion, may 1) refund the whole fulfillment price of the missing items paid by Customer in cash, or 2) fulfill and ship the missing items and pay for associated shipping fees, provided the following conditions were met:
The Printer must refund the fulfillment price in whole in cash if the order was lost in transit, provided such claims must be made by Customer to Printer within 14 Days of the estimated delivery date. |
Loss and/or Damages during Shipping |
The Printer hereby agrees to assume all risks associated with shipping and handling, subject to this Refund Policy. If an order is lost or damaged during shipping, the Printer assumes any and all associated liability. The Printer and Customer hereby agrees that Print Simple shall not be held liable for any loss and/or damages arising from shipping of the purchased items. |
Refund Rules |
The Printer shall not be required to provide any refund for failing to meet deadlines because of weather conditions, power supply interruptions, vendor shortages and errors, or shipping errors.
If an order was lost in the mail, the Customer must submit a claim to Printer within 14 Days of the estimated delivery date.
If a claim meets the requirements for issuing a Refund in accordance with this Refund Policy, Printer shall make payment of the Refund within 30 Days of the date Claim is submitted to Printer and PrintSimple.
The Printer reserves to the right to reject a refund request for the following reasons:
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PRINTING GUIDELINES AND POLICY
Turnaround
Standard turnaround is 10 business days from the time Printer receives payment for an order and Customer has all information required to complete Customer's order (all artwork, all shipping info, etc.). Some printing styles and add-on services will add to the standard turnaround time. If Customer has a deadline for Customer's order, it is very important that Customer let’s Printer know when placing Customer's order and a rush fee may apply to orders needing quicker turnaround. Printer will not be responsible for missing deadlines because of weather conditions, power supply interruptions, vendor shortages and errors, or shipping errors. If Printer expects or foresees any problems with fulfilling the Purchase Order, Printer shall inform Customer and reach a resolution with Customer in good faith.
Payment
All orders must be paid in whole in order to be considered a submitted order and begin Customer's turnaround.
Artwork
All files must be 300 DPI or vector format. Design should be sized to the size it should be printed. Text must be converted to outlines. Printer will not be responsible for poor quality printing due to poor artwork. Please see our file prep page for more details. Printer shall not be responsible for any misspellings, errors, or issues in Customer's art file. Printer may exercise reasonable effort to find these errors and point them out to Customer, but Printer shall not be required to do so. If such errors are contained in Customer's art file, Printer shall not be held liable for any loss or damages.
Ink Colors & Pantone Matching
When artwork files are converted from RGB to CMYK, these colors do not reproduce exactly like RGB which may cause colors to go "out of gamut", meaning they can't be reproduced exactly with CMYK. Printer can not guarantee Pantone colors. Monitors can vary significantly from one computer to the next. Customer shall consult with a Pantone book for color accuracy.
Seam, Collar & Zipper Printing
Any printing on or over any seams or zippers is subject to printing inconsistencies and/or distortion. These are all considered acceptable goods and will not be considered misprints. Printer will not be responsible for these inconsistencies.
Specific Measurements when printing
There is no way to effectively and efficiently measure a distance from the collar on each shirt as each garment is loaded onto the press by hand. If Customer requests a shirt that is 2’’ down from the collar, Printer will use that as a guide and exercise reasonable effort to ensure the quality of printed product meets the expectation of the Customer, but not all shirts will hit exactly at 2” , they may be off by as much as an inch in either direction. This will not be considered a misprint and Printer will not reprint or refund these shirts. Anything over an inch and a half from Customer's desired placement will be considered for a reprint.
Shipping
Printer shall not be held responsible for any shipping delays caused by the shipping company, including when
Shipping company cannot deliver Customer's package on time due to inclement weather; or
Shipping company may deliver Customer's package to the wrong address (despite the correct address being provided) and the customer does not receive their products on time.
For packages lost in transit, all claims must be submitted no later than 14 DAYS after the estimated delivery date. Printer shall cover the costs of reprinting and shipping a replacement order for Customer. Printer may ask for Customer's help before doing that, including confirming with the Customer the correct shipping address. If tracking information states an order was delivered but a customer believes they have not received it, the Printer shall not be held responsible to reship that order. In that case, any replacements would have to be at Customer's expense.
Holidays
These days will not be considered operational business days and will not count towards turnaround time:
- New Year’s Eve
- New Year’s Day
- Family Day
- Victoria Day
- Canada Day
- Labor Day
- Thanksgiving Day
- Christmas Eve
- Christmas Day
- The Day After Christmas
Care Instructions
In order to ensure image longevity and image vibrant-ness, Customer agrees to follow any and all instructions provided by Printer, including but not limited to, “machine wash cold, tumble dry low’ for all prints.
Satisfaction Clause
Printer will not be responsible for Customer's satisfaction with the garments printed on or the printed artwork. Printer, at its discretion, may counsel Customer to ensure Customer’s choice of a garment is suitable for Customer's print needs. Customer assumes all risks of making the choice of a garment.