Credit Application

1. GENERAL. All sales are made pursuant to these terms and conditions, notwithstanding the provisions of any purchase order or other commercial form
of customer submitted to Priority Press, Inc. (hereinafter known as Priority). Any terms or conditions of any purchase order or other form issued by
the customer, which are in addition to, modify, or are inconsistent with these terms and conditions will not be binding on Priority unless the customer
and Priority agree, in a separate writing, to such additions or modifications.
2. NATURE OF TRANSACTION. The parties agree that this transaction is a Commercial Transaction constituting the sale of goods and is subject to and
shall be governed by the provisions of Article Two of the Uniform Commercial Code as it has been adapted and amended by the State of Indiana, and
modified by these Conditions of Sale and/or Quotation.
3. PAYMENT. Cash (or approved negotiable instruments, i.e. Cashiers check) at net 30 days from date of invoice. All other methods of payment must be
approved in advance by Priority Press Credit Department. Invoices not paid in full within 30 days from the invoice date will be subject to a service charge
of 1.5% per month (18% per annum) or the maximum rate allowed by law, if less. Irrespective of any contrary language in customer’s purchase order or
any policy position of the American Association of Advertising Agencies, customer shall be liable for all invoices regardless of whether or not customer
has been paid by its client or advertiser. In the event of default of payment – customer agrees to be responsible for Priority’s attorney and collection
fees.
4. QUOTATION. A quotation not accepted within thirty (30) days is subject to review. All prices are based on material, labor and other costs at the time
of quotation.
5. ORDERS. Orders regularly placed, verbal or written, cannot be cancelled except upon terms that will compensate Priority for all loss incurred in
reliance on the order.
6. PRICE/CHANGES. The price set forth in the quotation is based upon the specifications detailed therein. Any changes to such specifications that require
additional production time or other additional costs will be charged in addition to the price set forth in the quotation. Paper prices quoted are
current. Any requested deviation from the schedules described or agreed upon by both parties at commencement of order may alter the quoted
price. Upon receipt of original copy, manuscript or art files, should it be evident that the condition of the project differs from that which had been
originally described and consequently quoted, the original quotation shall be rendered void and a new quotation issued.
7. QUANTITY. Variations in quantity of 10 percent over or under ordered quantities shall constitute acceptable delivery and performance. Within this
range, Priority shall bill and the customer shall pay for the actual quantity delivered. Any exception to this condition must be communicated in writing
by customer.
8. SALES AND OTHER TAXES. Customer shall also pay any sales, use, or other taxes now or hereafter imposed by any federal, state, or local taxing
authority upon or with respect to the sale, other than taxes imposed on net income or personal property taxes. In the event such taxes are not included in
the invoice from Priority, but are later determined or alleged to be due by a taxing authority, Priority may pay such taxes and the customer will
reimburse Priority the amount thereof.
9. POSTAGE. For jobs that require mailing through the US Postal Service, Priority will estimate postage costs prior to the mailing. Customer is required to
pay postage to Priority before the job will be mailed. A delay in the payment of postage by Customer, may cause a delay in the mailing of the job.
Customer accepts responsibility for delays in mailing caused by lack of or delay in payment of postage. Actual postage costs will appear on the final
invoice.
10. DELIVERY. Where production schedules are not adhered to by the customer, final delivery date(s) will be subject to renegotiation. Late material
may affect the completion date of the order by a greater degree than the actual elapsed time the material is late. Materials delivered from customer
or its suppliers are verified with delivery ticket as to cartons, packages or items shown only. The accuracy of quantities indicated on such tickets
cannot be verified and Priority cannot accept liability for shortage based on supplier's tickets. Title for finished work shall pass to the customer upon
delivery to carrier at shipping point or upon mailing of invoices for finished work, whichever occurs first. All prices are FOB Priority’s dock, unless specified
to the contrary. Where, for the convenience of the customer, Priority arranges for shipment and Priority incurs freight charges, such freight charges shall be
billed to the customer. In the event any freight company, or agent or trustee thereof, later asserts freight charges to be properly due in addition to those
originally billed, the customer shall reimburse Priority to the extent of such additional charges.
11. RESPONSIBILITY FOR SUBJECT MATTER. In furnishing copy for printing or mailing, the customer represents that such copy does not infringe upon
any copyright or trademark, is not libelous, and does not otherwise violate the rights of other persons or entities or constitute a violation of any statute, law,
ordinance, or governmental regulation of any kind. Customer agrees to indemnify and hold Priority harmless from all losses, damages, and expenses,
including attorneys' fees, which Priority may incur or suffer as the result of any claims of such violation or alleged violation. If Priority believes, in
its sole discretion, that the content of customer's materials is in violation of this representation, Priority may also refuse to print, mail, or otherwise
perform this agreement without being in breach hereof.
12. PROOFS. Pre-press proofs shall be submitted with original copy. Corrections are to be made on "Master Set," returned marked "O.K." or "O.K.
with corrections" and signed by customer. If revised proofs are desired, request must be made when proofs are returned. Priority cannot be held
responsible for errors under any or all of the following conditions: the work is printed per customer's O.K.; changes are communicated verbally;
customer has not ordered proofs; customer has failed to return proofs with indication of changes; or customer has instructed Priority to proceed
without submission of proofs. Unless specifically provided in quotation, press proofs will be charged for at current rates. A press check can be
accommodated for customer approval, at no charge, provided customer is available at the press during the time of makeready. Lost press time due to
customer delay, or customer changes and corrections, will be charged at current rates. Because of differences in equipment, processing, proofing
substrates, paper, inks, pigments, and other conditions between color proofing and production pressroom operations, a reasonable variation in color
between color proofs and the completed job shall constitute acceptable delivery.
13. FORCE MAJEURE. Priority shall not be liable for delays or non-performance occasioned by causes beyond its control, including without limitation,
acts of God, strikes, lockouts, fires, inability to obtain materials, breakdowns, delays of carriers or suppliers, and governmental acts and regulations.
14. LIMITATION OF LIABILITY. PRIORITY PRESS SHALL NOT BE LIABLE FOR ANY CLAIM, LOSS, INJURY, OR DAMAGE CAUSED BY DELAY IN ANY
PERFORMANCE PURSUANT TO THIS AGREEMENT. IN NO EVENT SHALL PRIORITY PRESS’S LIABILITY FOR ANY MATTER OR THING WHATSOEVER, BASED UPON, RELATING TO, OR ARISING OUT OF THIS AGREEMENT, INCLUDING LIABILITY FOR NEGLIGENCE, INCLUDE ANY SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF PRIORITY PRESS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF
SUCH POTENTIAL LOSS OR DAMAGE. WITH RESPECT TO ANY DAMAGES WHICH ALLEGEDLY ARISE OUT OF THE PERFORMANCE OR BREACH
OF THIS AGREEMENT, PRIORITY PRESS’S LIABILITY SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID BY
CUSTOMER TO PRIORITY PRESS PURSUANT TO THIS AGREEMENT. IF PRIORITY PRESS FURNISHES TECHNICAL OR OTHER ADVICE TO THE
CUSTOMER WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, THE CUSTOMER ASSUMES ALL RISK OF SUCH ADVICE AND THE
RESULTS THEREOF, AND PRIORITY PRESS SHALL NOT BE LIABLE FOR SUCH TECHNICAL OR OTHER ADVICE.
15. CUSTOMER'S PROPERTY. Priority will maintain re, extended coverage, vandalism, malicious mischief and sprinkler leakage insurance on all
property belonging to the customer, while such property is in our possession and Customer has paid for such storage. Priority’s liability for such
property shall not exceed the amount recoverable from such insurance. Customer's property of extraordinary value shall be insured through mutual
agreement. In cases where Priority is providing storage free of charge to the Customer, all stock and materials belonging to the Customer will be held
and stored only at the Customer’s risk, and the Customer shall be responsible for insurance on any and all such material stored at Priority.
16. LIMITATION OF ACTIONS. No action regardless oorm arising out of the transactions under this agreement may be brought by customer more
than one year after the cause of action has accrued. All claims for alleged defects shall be deemed waived unless made in writing, along with samples
demonstrating the complaint, within fteen (15) days after receipt of goods. Failure to make such claim within the stated period shall constitute
irrevocable acceptance and an admission that the materials fully comply with terms, conditions and specications.
17. CONFIDENTIALITY. Priority will maintain in condence all information furnished to Priority by customer provided that such information is
identied, in writing, as condential. Except to the extent necessary to enable Priority to perform its obligations or to exercise its rights hereunder, Priority
will not make use of or disclose any of such information to any other person.
18. CUSTOM AND USAGE. No course of performance or any course of dealing or usage of trade shall vary the express terms hereof.
19. LIEN ON CUSTOMER PROPERTY. As security for payment of any sum due or to become due under the terms of the Conditions of Sale and/or
Quotation, Customer grants Priority a security interest in all paper and any other property owned by Customer and in Priority’s possession and all work in
process and/or undelivered work. Priority shall have a right to retain possession of, and shall have a lien on, all paper and any other property owned by
Customer and in Priority’s possession and all work in process and/or undelivered work.
20. CUSTOMER ASSIGNED PRINT BUYER. Customer assumes nancial responsibility for purchases, change orders, and job modications made by
their print buyer, selected print broker or advertising agency personnel. All additional charges associated with the production of a print project will be
customers' responsibility. Customer is responsible for communication of such decisions made by print buyer, selected print broker or advertising
agency personnel.
21. NON-WAIVER. No waiver by Priority of a breach of any provision hereof shall be deemed a waiver outure compliance therewith.
22. PLACE OF SALE. is agreement is made and entered into in the State of Indiana for goods, materials and services to be provided and sold by
Priority and purchased by customer in the State of Indiana. is agreement shall be governed in all respects by the laws of the State of Indiana and
customer consents to the jurisdiction of the District Courts of the State of Indiana in Marion County for the litigation of any disputes arising hereunder.
23. LIMITATIONS OF WARRANTIES. Priority warrants only title to the goods and their conformity to the specications contained herein. Priority
makes no representation or warranty of any kind, express or implied, as to merchantability, tness for particular purpose, or any other matters with
respect to the subject matter of this agreement, and all implied warranties of merchantability and tness for a particular purpose are hereby
disclaimed.
24. DEFAULT. e following shall constitute a default under the Conditions of Sale and/or Quotation: (1) Customer breaching or failing to observe or
perform any ots obligat ions pursuant to the Conditions of Sale and/or Quotation; (2) Customer becoming insolvent, dissolving, making an
assignment for the benet of creditors, or the ling of an involuntary or voluntary bankruptcy petition against it or by Customer; and (3) Priority
deeming itself, in good faith, insecure.
25. REMEDIES. In the event of default, Customer agrees to promptly cure the default. Upon default, Priority can, at its option and without notice,
demand immediate payment of all obligations under the Conditions of Sale and/or Quotation. In addition to cure of the default, Priority has the discretion
to determine if a deposit, prepay, or both, is warranted upon any default. If Customer fails to timely cure any default, Priority may immediately, without
notice, terminate all of Priority’s obligations under the Conditions of Sale and/or Quotation. In the event of default, Customer agrees to pay reasonable
attorney’s fees and costs of collection of Priority.
26. COMPLETE AGREEMENT. THE TERMS AND CONDITIONS SET FORTH HEREIN SUPERSEDE ALL OTHER PROPOSALS, ORAL OR WRITTEN, AND
ALL PREVIOUS NEGOTIATIONS, CONVERSATIONS, OR DISCUSSIONS BETWEEN THE PARTIES TO THIS AGREEMENT. CUSTOMER UNDERSTANDS
AND AGREES THAT NO AGENT, EMPLOYEE, OR REPRESENTATIVE OF PRIORITY PRESS HAS AUTHORITY TO BIND PRIORITY PRESS TO ANY
AFFIRMATION, REPRESENTATION OR WARRANTY CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT WHICH IS NOT SET FORTH
HEREIN, AND THAT ANY AFFIRMATION, REPRESENTATION OR WARRANTY WHICH IS NOT SET FORTH HEREIN SHALL NOT CONSTITUTE A
WARRANTY.