Terms and Conditions of Sale

Printegra Terms and Conditions
1.	Applicability. These Terms and Conditions of Sale (these "Terms and Conditions") apply to, and are hereby incorporated by reference in, all purchase orders and the like issued and/or accepted by Printegra Corporation (also doing business as "National Imprint Corporation," "NIC" and "Synergy Label") ("Seller") and any other documentation issued and/or accepted by Seller with respect to a party’s ("Buyer") purchase of goods and/or services, including, but not limited to, all sales quotations, order acknowledgements and similar documents. Buyer’s failure to object in writing to these Terms and Conditions prior to Seller’s commencement of any work or shipment of the goods described in the relevant purchase order, order acknowledgement or other document shall constitute Buyer’s acceptance of these Terms and Conditions. Any terms proposed by Buyer in any communication or document which adds to, differs from or conflicts with these Terms and Conditions shall not apply unless specifically agreed to in writing by Seller.
2.	Cancellations; Modifications. Cancellation or modification of orders accepted by Seller must be submitted in writing by Buyer to Seller. Buyer agrees to pay all costs (whether direct or indirect) incurred by Seller in connection with the order up to the date of termination or modification by Seller.
3.	Artwork and Graphics. All artwork, type, plates, dies, tooling, negatives and other preparatory items, when fabricated or procured by Seller, shall remain the exclusive property of Seller, notwithstanding any expense or preparation fee charged to Buyer, and no use of the same shall be made by Buyer without the express prior written consent of Seller.
4.	Copyright Infringement. Buyer warrants that it is the legal owner or licensee of all items submitted by or on behalf of Buyer to Seller, including artwork and graphics. Buyer agrees to defend, at its sole cost and expense, and to indemnify and hold Seller harmless from any liabilities, expenses (including attorney’s fees) or damages resulting from, any and all claims, demands, actions or proceedings that are asserted or instituted against Seller on the grounds that the production of any product containing an item submitted by or on behalf of Buyer to Seller violates any proprietary right of any third party or contains matter that is libelous, scandalous or invades the privacy rights of any third party. Seller reserves the right, in its sole discretion, to refuse to produce any product that it deems illegal, libelous, scandalous, improper or infringing upon copyright law.
5.	Shipping; Delivery. Shipping dates are estimates only and are based upon the prompt receipt by Seller of any approved proofs, artwork, special materials, shipping instructions and other custom specifications needed for production of the product. Unless otherwise agreed to in writing by Seller, delivery shall be F.O.B. point of production and the title to the product and risk of loss with respect thereto shall pass to Buyer upon delivery of the product to a common carrier. Seller shall not be liable for any delay or failure in the delivery of any product to Buyer caused by riot, civil commotion, fire, flood, labor dispute, natural disaster or any other event beyond the control of Seller.
6.	Payment; Taxes. Unless otherwise agreed to in writing by Seller, payment of all invoices is due upon receipt. Buyer shall be responsible for all sales and similar taxes relating to each order (which, where applicable, will be added to the amount due from Buyer at the time of invoicing unless a valid exemption certificate is in the possession of Seller prior to the date of shipment). Seller has the right to cease performance with respect to any outstanding order if and for so long as an invoice to Buyer remains unpaid beyond the applicable payment due date.
7.	Security Interest. Until all liabilities of Buyer have been paid in full, Buyer hereby grants Seller a security interest in any and all of Buyer’s products, artwork, types, plates, dies, engravings, negatives and other preparatory items now or hereinafter possession of Seller as collateral for the payment for any and all liabilities of Buyer to Seller, including, but not limited to, attorney’s fees incurred by Seller in regard of any such liabilities.
8.	Warranty. Seller warrants that the products delivered to Buyer under these Terms and Conditions will conform to any descriptions on the face of the applicable Purchase Order or other similar document expressly agreed to by Seller. SELLER HAS NOT GIVEN AND DOES NOT GIVE BUYER ANY WARRANTY WITH RESPECT TO ANY PRODUCTS DELIVERED TO BUYER OTHER THAN THE FOREGOING. IF SAMPLES WERE EXHIBITED TO BUYER, SUCH SAMPLES WERE FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHALL NOT BE DEEMED A WARRANTY BY SAMPLE OR OTHERWISE HAVE ANY LEGAL EFFECT. THE WARRANTY IN THIS SECTION 8 IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE FOLLOWING SECTION STATES BUYER’S SOLE AND EXCLUSIVE REMEDY FOR SELLER’S BREACH OF THE ABOVE WARRANTY.
9.	Limitation of Liability. THE MAXIMUM LIABILITY, IF ANY, OF SELLER FOR ALL CLAIMS MADE BY BUYER IN CONNECTION WITH ANY GOODS AND/OR SERVICES PROVIDED BY SELLER, WHETHER ARISING FROM SELLER’S (A) FAILURE TO COMPLETE AN ORDER IN ACCORDANCE WITH THE AGREED-UPON SPECIFICATIONS, (B) DELIVERY OF A DEFECTIVE PRODUCT (WHETHER THE DEFECT IS IN MATERIAL OR WORKMANSHIP), (C) DELAY IN DELIVERY, (D) BREACH OF THE APPLICABLE PURCHASE ORDER OR OTHER RELEVANT DOCUMENTS, (E) BREACH OF THE WARRANTY GIVEN IN SECTION 8 ABOVE OR (F) OBLIGATIONS UNDER STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL PRINCIPLES IS EXPRESSLY LIMITED TO EITHER, AT SELLER’S SOLE OPTION, (I) REPLACEMENT OF THE APPLICABLE PRODUCT OR (II) RETURN OF ANY AMOUNTS PAID TO SELLER BY BUYER WITH RESPECT TO THE APPLICABLE PRODUCT. UNDER NO CIRCUMSTANCES SHALL SELLER OR ANY OF ITS AGENTS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES BE LIABLE TO BUYER FOR ANY AMOUNT BEYOND THAT STATED IN THE PREVIOUS SENTENCE INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COSTS OF ACQUIRING SUBSTITUTE PRODUCTS OR OTHER INTANGIBLE LOSSES. UNLESS OTHERWISE AGREED TO IN WRITING BY SELLER, WITHIN TEN DAYS OF THE RECEIPT OF THE PRODUCT BY BUYER, BUYER SHALL NOTIFY SELLER, BY CERTIFIED UNITED STATES MAIL, OF ANY CLAIM BUYER HAS WITH RESPECT TO SUCH PRODUCT.
10.	Governing Law; Venue. This agreement, including these Terms and Conditions, shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to the conflicts of law rules thereof. Buyer, for itself and its successors and assigns, irrevocably agrees that any suit, action or proceeding initiated by Buyer and arising out of or relating to any transaction subject to these Terms and Conditions must be instituted only in a United States District Court located in Atlanta, Georgia or, in the case of a case or controversy over which such court has no subject matter jurisdiction, the Georgia state courts located in Atlanta, Georgia. Buyer, for itself, generally and unconditionally accepts and irrevocably submits to the exclusive jurisdiction of the aforesaid courts.
11.	Binding Agreement. This agreement, including these Terms and Conditions, is binding upon Buyer and Buyer’s heirs, administrators, executors, successors, personal representatives and assigns and shall inure to the benefit of Seller and its successors and assigns and supersedes all other agreements, written or oral, regarding the subject matter hereof.