Terms and Conditions

1. GENERAL WORKING AGREEMENT
All projects or services that Alpha Graphics, Inc. hereinafter referred to as “Alpha”) may be contracted to produce or provide for your firm will be subject to the general provisions in our Terms and Conditions.

2. SPECIFIC TERMS.
Our terms of payment are Net 30 days. Special terms for specific projects and/or services should be requested in advance and will not be binding on Alpha unless detailed in either a “Letter of Agreement” or a simple purchase order, executed by an officer of Alpha. We reserve the right not to begin work on a project until such letters or purchase orders are received and approved by Alpha. Such approvals would constitute an agreement between us in accordance with terms specified in such letters or purchase orders.

3. NEW BUSINESS.
Although Alpha may offer discounts for certain work done, we will under no circumstances produce any work on a purely speculative basis.

4. QUOTATIONS/ESTIMATES.
A quotation not accepted within 30 days may be changed. All quotes are based on material costs at time of quotation. It must be understood that an estimate is just that. The final cost for a project may be less or more than estimated. Factors most often not present when estimates are given include the following:

a. approved final copy.
b. an accurate accounting of work to be done.
c. accurate layouts done to size.
d. special handling to accommodate project. changes, i.e. proofs either delivered, mailed or emailed.
e. exact time schedule under which work will have to be produced.
f. customer/client changes.
g. the frequency and/or number of times project may be subjected to customer/client

NOTE: Please allow for ±15% to estimate to cover any of the above mentioned items. If rush charges are required, you will be contacted immediately.

Unless otherwise specified, our fees do not include such items as photography, outside scans, illustrations and other such contracted artwork, copywriting, retouching, color separations, printing, paper, messenger services, shipping, postage, and long-distance telephone calls and faxes. These items will be regarded as out-of-pocket expenses and will be billed in addition to our regular fees, and may be subject to a standard service charge. In no case can a phone estimate be considered anything but “ballpark.” As a rule, we do not engage in phone estimates.

5. REVISIONS/ALTERATIONS/PROOFS.
If the scope or nature of the job changes to such an extent that the original “Letter of Agreement” or purchase order is no longer applicable, a new or additional letter or purchase order should be submitted and agreed to by both parties before any further work proceeds. Alpha will not be responsible for errors in production if customer does not supply comparison proofs (laser or ink jet copies) or any changes to project not submitted in writing. Verbal requests are not accepted as proof of change to order.

6. OWNERSHIP OF ARTWORK/ELECTRONIC MANUSCRIPTS/IMAGES.
Alpha agrees that customer is purchasing all copyright and other ownership rights in the goods, materials, and/or services being purchased by the purchase order or “Letter of Agreement,” and will relinquish all such copyright and other ownerships when reimbursed for the goods, materials, and/or services purchased. This reimbursement shall consist of charges at Alpha rates for the above-mentioned and will be shown on a numbered Alpha invoice. Copyrights and other ownerships shall be automatically relinquished when the invoice(s) for the work have been paid or satisfied in full. It is the customer’s responsibility to maintain a copy of the original file. Alpha is not responsible for accidental damage to media supplied by the customer or for the accuracy of furnished input or final output. Any additional translating, editing, or programming needed to utilize customer-supplied files will be charged at Alpha’s current rates.

7. COLOR PROOFING.
Because of the differences in equipment, paper, inks, toner, and other conditions between color proofing and production operations, a reasonable variation in color between color proofs and the completed job is to be expected. Whether a difference is a reasonable variation shall be determined by Alpha in good faith and its sole and absolute discretion. When a variation of this kind occurs, it will be considered acceptable performance.

8. LEGAL MATTERS.
We reserve the right to refuse to be a party to any project which, in our judgment, would be illegal, fradulent, or in some other way harmful to the best interests of our firm.

We will not be responsible for any claims made by you or for any legal clearance incumbent upon you to receive. However, should you request it, we will, at your expense, make an effort to secure such legal clearances.
We will do everything we can to protect any property or materials you entrust to us and to guard against any loss to you. However, we are not responsible for loss or damage during unauthorized use by others of of such property, nor are we responsible for the failure of other suppliers or vendors, such as printers, photographers or media.

We will also make every effort to return to you as promptly as possible all materials and property that belong to you or for which you have paid. However, we are not authorized to release any property or material that may be owned by others. This includes any photographs, illustrations, disks, or artwork that is specifically owned by the artists or photographers. Any transfer of ownership can only be signed away by these suppliers directly.

We reserve the right to use any work we may produce for you as samples, which we may use or reproduce in any reasonable way for marketing needs.

We reserve the right to refuse to begin, complete or deliver any work until appropriate fees agreed upon for previous work are paid according to billing sequence specified on our invoices. Should any of our invoices not be paid within 30 days, we reserve the right to charge interest at the maximum rate permitted by law. As in some cases, if Alpha has acted as an agent for the customer by securing outside services for said customer and Alpha is, in turn, invoiced for these services and responsible for their payment, we then reserve the right to charge the customer applicable handling charges as part of the final invoice price.

Should we be forced to retain attorneys to collect our invoices, such fees and court costs that may be reasonable and necessary, as well as any interest charges incurred, will be paid by you. In the event of any suit arising out of this contract or the subject matter herein you consent and agree that exclusive venue and jurisdiction shall be in the District or Circuit Court, as appropriate, of Baltimore City, Maryland. The parties further agree and stipulate that the essential terms of this contract are to be performed in Baltimore City. The parties agree to waive any right to jury trial either may have in any dispute arising out of this contract.
Alpha will pursue normal efforts to collect its reimbursements for its work from the customer or its agents. However, if these efforts are unsuccessful and should be deemed by us as relatively futile, Alpha may, at its option, exercise its right to ownership of all works in question and parts thereof. Although our manufacturing process may have been completed and delivered to customer or its agent, all final artwork and its parts remain the property of Alpha, and ownership is not relinquished until invoice(s) are satisfied or paid in full.

We further reserve the right to recall artwork from any location at which it may be in use or scheduled for use, until all obligations have been met. We also reserve the right to demand immediate C.O.D. payment for any future projects from that customer until such time as Alpha determines them to be an acceptable credit risk and is willing once again to extend its normal terms of payment to them.

In the event that we sustain a loss as a result of a claim, suit or proceeding brought against you as a result of the publication of material which you approved of and authorized us to produce for you, you agree to indemnify and save us harmless from any such losses.

9. PRODUCTION SCHEDULE.
Production schedules will be established and followed by both the customer and Alpha. There will be no liability or penalty for delays due to a state of war, riot, civil disorder, fire, strikes, accidents, equipment breakdown, delays in supplies or various action of government or civil authority, acts of God, or other cases beyond the control of the customer or Alpha. In such cases, schedules will be extended by an amount of time equal to the delay incurred or such other receivable time agreed by the parties.

10. CUSTOMER-FURNISHED MATERIALS.
Materials furnished by customers or their suppliers are verified by delivery tickets. Alpha bears no responsibility for discrepancies between delivery tickets and actual counts. Customer supplied paper must be delivered according to the specifications furnished by Alpha. These specifications will include correct weight, thickness, and other technical requirements. Artwork, film, color separations, disks, or other materials furnished by the customer must be usable by Alpha without alterations or repair. Items not meeting this requirement shall be repaired by the customer or by Alpha at Alpha’s current rates.

11. TERMS/CLAIMS/LIENS.
All terms of the credit application completed and/or executed by customer shall be incorporated herein to the extent not inconsistent with any terms herein. In the event of any inconsistencies, these terms shall control. Claims for defects, damages, or shortages must be made in detail by the customer to Alpha in writing no later than 10 calendar days after delivery. If no such claim is made, the customer shall be considered to have fully accepted the job and acknowledges that Alpha’s performance has fully satisfied all terms, conditions, and specifications.
Alpha’s liability will be limited to that portion of the quoted selling price of the defective goods paid by the customer. As security for payment of any sum due under the terms of an agreement, Alpha has the right to hold and place a lien on all customer property in Alpha’s possession. This right applies even if credit has been extended, notes have been accepted, trade acceptances have been made, or payment has been guaranteed. If payment is not made, the customer is liable for all collection costs incurred including but not limited to reasonable attorney’s fees, interest, and a reasonable allowance for Alpha’s time and costs incurred in collecting outstanding invoices.

12. LIABILITY.

(1) Disclaimer of Express Warranties. Alpha warrants that the work is as described in the purchase order. The customer understands that all sketches, copy, dummies, and preparatory work shown to the customer are intended only to illustrate the general type and quality of the work. They are not intended to represent the actual work performed.
(2) Disclaimer of Implied Warranties. Alpha warrants only that the work will conform to the description contained in the purchase order. Alpha’s maximum liability, whereby by negligence, contract, or otherwise, will not exceed the amount paid by customer for the work in the dispute. Under no circumstances shall Alpha be responsible for lost profits, consequential damages or punitive damages.

13. INDEMNIFICATION.
The customer agrees to protect Alpha from all economic loss, costs, attorneys’ fees and any other harmful consequences which might arise in connection with the work. This means the customer will hold Alpha harmless and save, indemnify, and otherwise defend Alpha against claims, demands, actions, and proceedings on any and all grounds.

14. AGREEMENT.
This Agreement contains the entire, complete and only agreement between the parties and supercedes all pre-existing agreements or arrangements between the parties. It is expressly agreed that Alpha is not bound by any stipulation, representations or agreement unless embodied here or in the quotation provided to customer or separately agreed in writing by Alpha. Time is of the essence in completing all terms of this Agreement.